TCR_Public/060426.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 26, 2006, Vol. 10, No. 98

                             Headlines

99 CENT: Daszkal Bolton Raises Going Concern Doubt
ADJUSTABLE RATE: S&P Holds Low-B Ratings on 37 Transaction Classes
ALLIED HOLDINGS: Wants to Walk Away from Norfolk and D&D Leases
AMERICAN TIRE: High Debt Levels Prompt S&P's Negative Outlook
AMERICERT INC: Case Summary & 8 Largest Unsecured Creditors

ARMOR HOLDINGS: Earns $41.4 Million of Net Income in First Quarter
AVANI INTERNATIONAL: Recurring Losses Spur Going Concern Doubt
CALPINE CORP: Reynolds Wants Decision on Construction Contract Now
CALPINE CORP: Court Approves Noteholders' Request for Documents
CALPINE CORPORATION: Court Approves AP Services as Crisis Managers

CBA COMMERCIAL: S&P Puts Low-B Ratings on Two New Cert. Classes
CENDANT CORP: Plans to Sell Travel Distribution Services Unit
CHEMTURA CORP: Completes $500 Million Offering of 6.875% Notes
CKRUSH INC: Rosenberg Rich Expresses Going Concern Doubt
COTT CORP: Incurs $2.1 Million Net Loss in First Quarter

DANA CORP: Gets Final Okay to Hire AP Services as Crisis Manager
DANA CORP: Court Institutes Interim Compensation Procedures
DANA CORP: Gets Final Court OK to Hire Hunton as Special Counsel
DELTA AIR: Wants Until November 11 to Make Lease-Related Decisions
DELTA AIR: Wants Court Nod on Tacoma Operating Agreement

DELTA AIR: U.S. Trustee Wants Examiner Appointed
DENBURY RESOURCES: Prices Stock Offer at $35.79 Per Common Share
EPIXTAR CORP: Wants M. DiGiovanna as Special Securities Counsel
FDL INC: Inks $1 Million DIP Financing Deal with Peter Jensen
FIVECAP INC: Voluntary Chapter 11 Case Summary

HEALD COLLEGE: Covenant Violations Cue Moody's Negative Outlook
HUDSON'S BAY: Repurchase Offer Prompts S&P to Withdraw BB- Rating
INTERSTATE BAKERIES: Expiration of DIP Facility L/C Extended
INTEGRATED ELECTRICAL: Equity Panel Taps Giuliani as Advisor
INTERFACE INC: Sells European Fabrics Biz for $28 Million in Cash

J. CREW: Moody's Rates New $285 Million Senior Secured Loan at B2
J.A. JONES: Joint Venture Holds $10MM Unsec. Claim v. BCH Energy
JPMORGAN-CIBC: S&P Puts Low-B Ratings on Four New Cert. Classes
KRATON POLYMERS: Moody's Rates Proposed $365 Mil. Term Loan at B1
KRATON POLYMERS: Offers to Buy $150 Mil. of 12% Sr. Discount Notes

LINCOLN HEALTH: 2005 Losses Prompt Moody's to Cut Rating to Ba1
MARINER ENERGY: Completes 7-1/2% Sr. Unsecured Notes' Placement
MECACHROME INT'L: Expansion Plan Cues Moody's to Lower Ratings
METRO ONE: Recurring Losses Prompt Deloitte's Going Concern Doubt
ORBITAL SCIENCES: Earns $8.8 Million in First Quarter of 2006

ORIS AUTOMOTIVE: Wants Access to $6 Million DIP Financing
PERFORMANCE TRANSPORTATION: Wants Court to Clarify Insurance Order
PERFORMANCE TRANSPORTATION: Taps Alvarez & Marsal as Managers
PERFORMANCE TRANSPORTATION: Amends Credit Suisse DIP Loan Deal
PETROHAWK ENERGY: KCS Merger Prompts S&P's Positive Watch

PHOTOCIRCUITS CORP: Cadle Company Resigns from Official Committee
PILLOWTEX: Flaster/Greenberg Okayed as Panel's Conflicts Counsel
PILLOWTEX CORP: Court Approves Settlement Agreement With PBGC
PLIANT CORP: Court Approves Amended Disclosure Statement
PLIANT CORP: Wants Lease-Decision Period Stretched to August 1

PRICE OIL: Alabama Court Gives Final OK on Cash Collateral Use
PROCARE AUTOMOTIVE: Discloses List of Equity Security Holders
QUIGLEY COMPANY: Wants Until May 1 to Solicit Plan Acceptances
REFCO INC: Chapter 7 Trustee Can Continue Refco LLC's Operations
REFCO INC: Chapter 7 Trustee Sells Hong Kong Unit for $9.1 Million

REFCO INC: Chapter 7 Trustee Has Until June 23 to Decide on Leases
RESTAURANT CO: S&P Rates Planned $140 Million Bank Facility at B-
ROUGE INDUSTRIES: Wants June 12 as Exclusive Plan Filing Deadline
ROUGE INDUSTRIES: Wants Until July 17 to Remove Civil Actions
STEVE'S SHOES: Gets Final Court Okay to Access Cash Collateral

STONE ENERGY: Inks $1.46 Billion PXP Stock Purchase Agreement
SUN MICROSYSTEMS: Jonathan Schwartz Steps In as New CEO
THORNBURG MORTGAGE: S&P Affirms BB- Senior Unsecured Debt Rating
TITANIUM METALS: Board Declares Two-for-One Stock Split
TOWER AUTOMOTIVE: D. Campbell Wants Decision on Retirement Pact

TOWER AUTOMOTIVE: Courts Okays Assumption of Praxair Supply Pact
TRC HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
U.S. SECURITY: Moody's Rates Proposed $205 Mil. Facilities at B1
U.S. SECURITY: S&P Rates $205 Mil. Sr. Sec. Credit Facilities at B
UNITED COMPONENTS: ASC Deal Prompts Moody's Ratings Downgrade

WILLIAM LYON: General Lyon Extends Common Stock Offer to April 28
XEROX CORP: Generates $3.7 Billion of Revenue in First Quarter

* Upcoming Meetings, Conferences and Seminars

                             *********

99 CENT: Daszkal Bolton Raises Going Concern Doubt
--------------------------------------------------
Daszkal Bolton LLP in Boca Raton, Florida, raised substantial
doubt about 99 Cent Stuff, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2004, and 2005.  The auditors pointed to the
company's recurring losses from operations and stockholders'
equity deficit.

99 Cent Stuff, Inc., filed its financial statements for the year
ended Dec. 31, 2005, with the Securities and Exchange Commission
on April 12, 2006.

The company reported a $6,623,000 net loss on $56,120,000 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $7,637,000 in
total liabilities and $22,493,000 in total liabilities, resulting
in a $14,856,000 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $4,418,000 in total current assets available to pay
$5,064,000 in total current liabilities coming due within the next
12 months.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?849

99 Cent Stuff, Inc. -- http://www.99centstuff.com/-- operates 16  
stores in South Florida, selling items ranging from baby products
and clothing to hardware and toys.  Everything in the store is 99
cents or less.  The company also sells food, including produce, to
encourage customers to visit frequently.


ADJUSTABLE RATE: S&P Holds Low-B Ratings on 37 Transaction Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Adjustable Rate Mortgage Trust 2004-3.  Concurrently,
the ratings on 401 classes from 17 Adjustable Rate Mortgage Trust
transactions (including series 2004-3) are affirmed.
     
The upgrades reflect improved current and projected credit support
percentages in the form of subordination.  Projected credit
support percentages are at least 1.68x the loss coverage levels
associated with the higher ratings.
     
The affirmed ratings reflect loss coverage percentages that meet
or exceed the levels necessary to maintain the current ratings.
These transactions benefit from credit enhancement provided by
overcollateralization, excess spread, and subordination.
     
As of the February 2006 remittance date, total delinquencies
ranged from 0.33% (series 2005-8) to 6.04% (series 2004-1).
Cumulative losses, as a percentage of the original trust balances,
ranged from 0.01% (series 2004-1) to 0.09% (series 2005-2).  The
outstanding pool balances ranged from 36.68% (series 2004-3) to
96.62% (series 2005-12) of their original sizes.
     
The loans for all of the transactions are secured by mortgages,
deeds of trust, or other security instruments creating first liens
on one- to four-family properties, substantially all of which have
original terms to stated maturity of 30 years.  All of the
mortgage loans are adjustable-rate, fully amortizing, first-lien
residential mortgage loans.
    
Ratings raised:
   
Adjustable Rate Mortgage Trust
                       
                             Rating

                 Series   Class     To     From
                 ------   -----     --     ----
                 2004-3   C-M       AA+    AA
                 2004-3   C-B-1     AA     AA-
                 2004-3   C-B-2     A      A-
                 2004-3   C-B-3     BBB    BBB-
   
Ratings affirmed:
   
Adjustable Rate Mortgage Trust

   Series   Class                                       Rating
   ------   -----                                       ------
   2004-1   1-A-1, 1-A-1X, 2-A-1, 3-A-1, 4-A-1, 5-A-1     AAA
   2004-1   6-A-1, 7-A-1, 8-A-1, 9-A-1-1, 9-A-1-2, 9-A-2  AAA
   2004-1   9-A-3, 9-A-4, 9-A-5, 9-A-6, 9-A-7             AAA
   2004-1   C-B-1, C-B-1X, 9-M-1                          AA
   2004-1   9-M-2                                         A
   2004-1   C-B-2                                         A-
   2004-1   9-M-3, 9-M-4                                  BBB+
   2004-1   C-B-3                                         BBB-
   2004-1   C-B-4                                         BB
   2004-1   C-B-5                                         B
   2004-2   1-A-1, 2-A-1, 2-A-X, 3-A-1, 3-A-X, 4-A-1      AAA
   2004-2   4-A-2, 4-A-3, 4-A-X, 5-A-1, 6-A-1, 7-A-1-1    AAA
   2004-2   7-A-1-2, 7-A-2, 7-A-3, 7-A-4, 7-A-5, 7-A-6    AAA
   2004-2   C-B-1, C-B-1X, 7-M-1                          AA
   2004-2   7-M-2                                         A
   2004-2   C-B-2                                         A-
   2004-2   7-M-3, 7-M-4                                  BBB+
   2004-2   C-B-3                                         BBB-
   2004-2   C-B-4                                         BB
   2004-2   C-B-5                                         B
   2004-3   1-A-1, 2-A-1, X                               AAA
   2004-3   C-B-4                                         BB
   2004-3   C-B-5                                         B
   2004-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1-1, 5-A-1-2  AAA
   2004-4   5-A-2, 5-A-3, 5-A-4, 5-A-5-1, 5-A-5-2         AAA
   2004-4   C-B-1, C-B-1X, 5-M-1                          AA
   2004-4   5-M-2, C-B-2                                  A
   2004-4   5-M-3                                         BBB+
   2004-4   C-B-3                                         BBB
   2004-4   5-M-4                                         BBB-
   2004-4   C-B-4                                         BB
   2004-4   C-B-5                                         B
   2004-5   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1      AAA
   2004-5   7-A-1-1, 7-A-1-2, 7-A-2                       AAA
   2004-5   C-B-1                                         AA+
   2004-5   7-M-1, C-B-2                                  AA
   2004-5   7-M-2, C-B-3                                  A
   2004-5   7-M-3, C-B-4                                  BBB+
   2004-5   7-M-4                                         BBB-
   2004-5   C-B-5                                         BB
   2004-5   C-B-6                                         B
   2005-1   1-A-1, 2-A-1, 2-A-2-1, 2-A-2-2, 3-A-1, 4-A-1  AAA
   2005-1   5-A-1-1, 5-A-1-2, 5-A-2                       AAA
   2005-1   C-B-1                                         AA+
   2005-1   5-M-1                                         AA
   2005-1   C-B-2                                         AA-
   2005-1   C-B-3                                         A+
   2005-1   5-M-2                                         A
   2005-1   C-B-4                                         A-
   2005-1   5-M-3, C-B-5                                  BBB+
   2005-1   5-M-4, C-B-6                                  BBB-
   2005-1   C-B-7                                         BB
   2005-1   C-B-8                                         B
   2005-2   1-A-1, 1-A-X, 1-A-2, 2-A-1, 3-A-1, 4-A-1      AAA
   2005-2   5-A-1, 5-A-2, 5-A-3, 6-A-1-1, 6-A-1-2         AAA
   2005-2   6-A-2, 6-M-1                                  AAA
   2005-2   C-B-1, 6-M-2                                  AA
   2005-2   C-B-2, 6-M-3                                  A
   2005-2   6-M-4                                         BBB+
   2005-2   C-B-3, 6-M-5                                  BBB
   2005-2   C-B-4                                         BB
   2005-2   C-B-5                                         B
   2005-3   1-A-1, 1-A-2, 2-A-1, 3-A-1, 4-A-1, 5-A-1      AAA
   2005-3   6-A-1, 7-A-1, 8-A-1-1, 8-A-1-2, 8-A-2         AAA
   2005-3   8-A-3-1, 8-A-3-2, 8-A-4                       AAA
   2005-3   C-B-1                                         AA+
   2005-3   8-M-1                                         AA
   2005-3   C-B-2                                         AA-
   2005-3   C-B-3                                         A+
   2005-3   C-B-4, 8-M-2                                  A
   2005-3   C-B-5, 8-M-3                                  BBB+
   2005-3   C-B-6, 8-M-4                                  BBB-
   2005-3   C-B-7                                         BB
   2005-3   C-B-8                                         B
   2005-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1      AAA
   2005-4   6-A-2-1, 6-A-2-2, 7-A-1-1, 7-A-1-2, 7-A-2     AAA
   2005-4   7-A-3-1, 7-A-3-2, 7-A-4                       AAA
   2005-4   C-B-1                                         AA+
   2005-4   7-M-1                                         AA
   2005-4   C-B-2, 7-M-2                                  A
   2005-4   C-B-3, 7-M-3                                  BBB+
   2005-4   C-B-4, 7-M-4                                  BBB-
   2005-4   C-B-5                                         BB
   2005-4   C-B-6                                         B
   2005-5   1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-X      AAA
   2005-5   3-A-2-1, 3-A-2-2, 3-A-3, 4-A-1, 5-A-1         AAA
   2005-5   5-A-2-1, 5-A-2-2, 6-A-1-1, 6-A-1-2            AAA
   2005-5   6-A-2-1, 6-A-2-2                              AAA
   2005-5   C-B-1, 6-M-1                                  AA
   2005-5   C-B-2, 6-M-2                                  A
   2005-5   C-B-3, 6-M-3                                  BBB+
   2005-5   C-B-4, 6-M-4                                  BBB-
   2005-5   C-B-5                                         BB
   2005-5   C-B-6                                         B
   2005-6A  1-A-1, 1-A-2-1, 1-A-2-2, 1-A-3-1, 1-A-3-2     AAA
   2005-6A  1-X, 2-A-1, 2-A-2, 2-X                        AAA
   2005-6A  1-B-1, 2-B-1                                  AA
   2005-6A  2-B-2                                         A+
   2005-6A  1-B-2                                         A
   2005-6A  2-B-3                                         BBB
   2005-6A  1-B-3                                         BBB-
   2005-6A  1-B-4, 2-B-4                                  BB
   2005-6A  1-B-5, 2-B-5                                  B
   2005-7   1-A-1, 1-A-2, 2-A-1, 2-A-2-1, 2-A-2-2, 2-A-X  AAA
   2005-7   3-A-1, 3-A-2, 4-A-1, 4-A-2, 5-A-1, 6-A-1      AAA
   2005-7   7-A-1-1, 7-A-1-2, 7-A-2-1, 7-A-2-2            AAA
   2005-7   C-B-1, 7-M-1                                  AA
   2005-7   C-B-2, 7-M-2                                  A
   2005-7   C-B-3, 7-M-3                                  BBB+
   2005-7   C-B-4                                         BBB
   2005-7   C-B-5, 7-M-4                                  BBB-
   2005-7   C-B-6                                         BB
   2005-7   C-B-7                                         B
   2005-8   1-A-1, 1-A-2, 2-A-1, 2-A-2-1, 2-A-2-2         AAA
   2005-8   3-A-1, 3-A-2-1, 3-A-2-2, 4-A-1-1, 4-A-1-2     AAA
   2005-8   4-A-2-1, 4-A-2-2, 5-A-1, 6-A-1, 7-A-1-1       AAA
   2005-8   7-A-1-2, 7-A-2, 7-A-3-1, 7-A-3-2, 7-A-4       AAA
   2005-8   C-B-1                                         AA+
   2005-8   7-M-1                                         AA
   2005-8   C-B-2                                         AA-
   2005-8   C-B-3                                         A+
   2005-8   C-B-4, 7-M-2                                  A
   2005-8   C-B-5                                         A-
   2005-8   C-B-6, 7-M-3                                  BBB
   2005-8   C-B-7                                         BBB-
   2005-8   C-B-8                                         BB
   2005-8   C-B-9                                         B
   2005-9   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-X, 1-A-5      AAA
   2005-9   2-A-1, 2-A-2, 3-A-1, 3-A-2, 3-A-X, 4-A-1      AAA
   2005-9   4-A-2, 5-A-1, 5-A-2-1, 5-A-2-2, 5-A-3         AAA
   2005-9   C-B-1, 5-M-1                                  AA
   2005-9   C-B-2, 5-M-2                                  A
   2005-9   C-B-3                                         BBB+
   2005-9   5-M-3                                         BBB
   2005-9   C-B-4, 5-M-4                                  BBB-
   2005-9   5-M-5                                         BB+
   2005-9   C-B-5                                         BB
   2005-9   C-B-6                                         B
   2005-10  1-A-1, 1-A-2-1, 1-A-2-2, 2-A-1, 3-A-1-1       AAA
   2005-10  3-A-1-2, 3-A-2, 3-A-3-1, 3-A-3-2, 4-A-1       AAA
   2005-10  4-A-2, 5-A-1, 5-A-2, 6-A-1, 6-A-2-1, 6-A-2-2  AAA
   2005-10  6-X                                           AAA
   2005-10  C-B-1, 5-M-1, 6-B-1                           AA
   2005-10  C-B-2, 5-M-2, 6-B-2                           A
   2005-10  C-B-3, 5-M-3, 6-B-3                           BBB
   2005-10  5-M-4                                         BBB-
   2005-10  5-M-5                                         BB+
   2005-10  C-B-4                                         BB
   2005-10  C-B-5, 6-B-5                                  B
   2005-11  1-A-1, 1-A-2, 2-A-1-1, 2-A-1-2, 2-A-2, 2-A-3  AAA
   2005-11  2-A-4-1, 2-A-4-2, 3-A-1, 4-A-1, 4-A-2         AAA
   2005-11  5-A-1, 5-A-2                                  AAA
   2005-11  C-B-1, 5-M-1                                  AA
   2005-11  C-B-2, 5-M-2                                  A
   2005-11  5-M-3                                         BBB
   2005-11  C-B-3, 5-M-4                                  BBB-
   2005-11  5-M-5                                         BB+
   2005-11  C-B-4                                         BB
   2005-11  C-B-5                                         B
   2005-12  1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2      AAA
   2005-12  4-A-1, 4-A-2, 5-A-1, 5-A-2                    AAA
   2005-12  C-B-1, 5-M-1                                  AA
   2005-12  C-B-2, 5-M-2                                  A
   2005-12  C-B-3, 5-M-3                                  BBB
   2005-12  5-M-4, 5-M-5                                  BBB-
   2005-12  C-B-4                                         BB
   2005-12  C-B-5                                         B


ALLIED HOLDINGS: Wants to Walk Away from Norfolk and D&D Leases
---------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to reject their lease agreements with Norfolk Southern
Railway Company and D&D Land Investments, LLC.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that Allied Freight Broker LLC is a lessee under
a real property lease with Norfolk.  The Debtors used the premises
at Petersburg, Virginia, as a parking and office space in
connection with their freight brokering operations.

Allied Systems, Ltd., is a lessee under a real property lease
with D&D, for premises located at Anguilla Drive in Petersburg,
Virginia.  The Debtors used the premises for storing trucks.

The Debtors have already terminated both Leases -- the Norfolk
Lease on April 6, 2006, and the D&D Lease on March 6, 2006.  The
Debtors determined that the Leases are not necessary for their
ongoing business operations.

According to Ms. Aczel, the Debtors were able to secure a
comparable space in the Petersburg, Virginia area at more
favorable rates.

                     About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


AMERICAN TIRE: High Debt Levels Prompt S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Tire Distributors Inc. to negative from stable because of the
company's weak cash flow and high debt levels amid slowing demand
for replacement tires.  The 'B' corporate credit rating on the
firm was affirmed.  ATD, the largest U.S. wholesale
distributor of passenger car and light-truck tires, has total
debt, including capitalized operating leases, of about $650
million.
      
"ATD's cash flow generation during 2005 was lower than expected,
even though its operating results were fairly close to the
business plan," said Standard & Poor's credit analyst Martin King.
"The weak cash flow was primarily caused by working-capital
expansion: The company ended the year with $60 million more in
inventory than it had in 2004 after making heavy purchases in late
2005 before tire manufacturers raised their prices.  This
inventory buildup, along with additional stocks from an acquired
company, contributed to the working-capital increase."
     
ATD's free cash flow was negative $30 million for the year, which
resulted in higher-than-expected debt levels.  Total debt to
EBITDA is now about 8x.  Inventory levels typically expand during
the first half of the year, which will lead to even higher debt
leverage in the first and second quarters of 2006.  But the
liquidation of inventory during the second half of the year should
allow the company to generate positive cash flow and reduce debt
levels.  Standard & Poor's expects debt to EBITDA to average about
5x-6x during the next few years.
     
Operating challenges facing ATD in 2006 include:

   * slowing replacement tire demand;
   * potential consumer resistance to higher tire prices; and
   * an increasingly competitive industry environment.

Although consumer demand has slowed so far this year, replacement
tire growth in the long term is expected to remain about 2% per
year, a rate supported by the increases in the number of vehicles
on the road, in the average age of cars, and in the miles driven
per vehicle.


AMERICERT INC: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AmeriCERT, Inc.
        The Fleet Street Building
        155 Fleet Street
        Portsmouth, New Hampshire 03801

Bankruptcy Case No.: 06-10423

Chapter 11 Petition Date: April 21, 2006

Court: District of New Hampshire (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
   Straight Through Procession, Inc.               $1,000,000
   Benicorp Building 1, Independence Drive
   St. John's Antigua, WI

   Robert Maillet                                    $400,000
   The Fleet Street Building
   155 Fleet Street
   Portsmouth, NH 03801

   Barry Anderson                                    $42,680
   10508 Dexter Avenue
   Seattle, WA 98125

   William S. Gannon                                 $25,000
   889 Elm Street, 4th Floor
   Manchester, NH 03101

   Robert Wolfe & Associates, P.C.                   $15,000
   85 Middle Street, P.O. Box 1600
   Gloucester, MA 01930

   Business Objects                                  $14,457
   910 Mainland street
   Vancouver, BC
   V8B 1AB

   Pressentin & Associates                            $8,875
   1001 4th Avenue Plaza, Suite 4400
   Seattle, WA 98104

   Margaret Boyle, Esq.                               $1,500
   Hallisky & Philipp
   McHugh Building
   1725 Westlake Avenue North, Suite 150
   Seattle, WA 98109


ARMOR HOLDINGS: Earns $41.4 Million of Net Income in First Quarter
------------------------------------------------------------------
For the first quarter ended March 31, 2006, Armor Holdings, Inc.
(NYSE:AH) reported revenue of $445.4 million, an increase of 22.1%
compared to $365.0 million in the first quarter last year.  Net
income for the first quarter was $41.4 million versus $31.0
million in the first quarter last year.  

The Company reported pre-tax integration charges of $470,000 on an
after-tax basis, are included in the first quarter of 2006,
compared to $800,000 on an after-tax basis in the same period last
year.  There is also a $700,000 pre and net of tax gain included
in other income resulting from of the expiration of 1 million
unexercised put option contracts sold against the Company's stock.
Included in the first quarter of 2005 is a $1.1 million pre and
net of tax charge for the decline in the fair market value of put
option contracts.

Internal revenue growth, assuming that businesses acquired after
December 31, 2004, were owned effective January 1, 2005, was 20%,
including (0.4%) for foreign currency movements.  Internal revenue
growth by segment, including foreign currency movements, was 30%
for the Aerospace & Defense Group and 10% for the Products Group
while the Mobile Security Division revenue declined 35% from the
same period last year, primarily due to a shortage of Chevrolet
Suburban base units.  General Motors is in the midst of a model
change due to be completed by mid-year 2006 and the Company
expects to significantly increase its output during the second
half of 2006.

The Company's gross profit margin in the first quarter decreased
to 23.5% of revenues versus 25.0% in the year-ago quarter due to a
reduction in Aerospace & Defense Group gross margins, caused by an
increased mix of lower-margin MTVR cab revenues and reduced SAPI
plate margins related to changing product specifications.  The
Company's selling, general and administrative expenses as a
percentage of revenue improved to 8.1% of revenue versus 9.3% of
revenue in the year-ago quarter.  This improvement was primarily
due to the Company's ability to continue to scale its business.

Earnings before interest, taxes, depreciation and amortization for
the first quarter increased by 19.4% to $70.9 million versus
$59.4 million in the year-ago quarter.  

Cash flow from operating activities for the first quarter was
$28.3 million versus $19.7 million in the year-ago quarter.  Free
cash flow, defined as net cash provided by operating activities
less purchases of property and equipment, was $19.1 million versus
$16.4 million in the same period last year.  

Robert R. Schiller, President and Chief Operating Officer of Armor
Holdings, Inc., commented, "We are extremely pleased to report
another record earnings quarter, in spite of certain short-term
supply interruptions in our commercial armored passenger vehicle
segment.  The strength of our other segments during the quarter
highlights the diversity of our product portfolio and the depth
and breadth of the markets we serve."

Mr. Schiller continued, "We believe that there remains a
significant opportunity to build our business strategically.  Our
balance sheet is strong and we are confident in our ability to
evolve our business through, among other things, research and
development and engineering operations."

                          Balance Sheet

As of March 31, 2006, the Company reported cash, cash equivalents,
short-term investment securities and equity-based securities of
$538 million compared to $500 million at December 31, 2005.  
Cash equivalents at March 31, 2006, and December 31, 2005,
excluded $49 million and $29 million of cash that was invested
in equity-based securities, which is reflected on the Company's
sbalance sheet as a long-term asset in accordance with accounting
principles generally accepted in the United States.  Total debt
(short-term, current portion and long-term) was $495 million at
March 31, 2006, compared to $497 million at December 31, 2005.

During the first quarter ended March 31, 2006, all remaining
outstanding put options sold by the Company in a prior period
covering 1 million shares on the Company's common stock expired
unexercised.  Accordingly, the Company recorded an additional
$700,000 in other income in the first quarter of 2006.

Effective January 1, 2006, Cyconics, a small subsidiary providing
certain training services formerly reported as a part of the
Products Group has been reclassified into the Aerospace & Defense
Group.

                            Guidance

Robert Schiller commented, "We continue to see improved levels of
visibility within our businesses and believe that each one of our
operating segments is well positioned for growth in both revenues
and operating profits.  We are also excited to continue to move
toward closing our pending acquisition of Stewart & Stevenson,
which has received early termination of the Hart Scott-Rodino
waiting period.  This acquisition will elevate our ability to
serve the needs of our customer, create value for our
shareholders, and to extend our commitment to providing our men
and women in uniform the best products possible. "

                      About Armor Holdings

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/
-- is a diversified manufacturer of branded products for the
military, law enforcement and personnel safety markets.

                         *     *     *

Armor Holdings, Inc.'s 8.25% Senior Subordinated Notes due 2013
carry Moody's Investor Service's B1 rating and Standard & Poor's
B+ rating.


AVANI INTERNATIONAL: Recurring Losses Spur Going Concern Doubt
--------------------------------------------------------------
Jeffrey Tsang & Co. in Hong Kong raised substantial doubt about
Avani International Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditors pointed
to the company's recurring losses from operations.

Avani International filed its financial statements for the year
ended Dec. 31, 2005, with the Securities and Exchange Commission
on April 12, 2006.

The company reported a $78,344 comprehensive net income on
$307,194 of revenues for the year ended Dec. 31, 2005.  The net
income includes a $1,361,995 extra-ordinary gain.  Without this
item, the company would have reported a $1,295,923 net loss.

                       Extra-Ordinary Item

In October 2002, the Company agreed to sell its land, building and
production equipment in Canada and Malaysia to Avani O2 Water Sdn.
Bhd., a Malaysian company, for CDN$1,650,000 ($1,418,745) plus
interest charges at 8% per annum and applicable taxes.  The assets
had a book value of approximately $1,065,000.

Avani O2 will pay 24 monthly installments of CDN$70,620
(US$58,752) and a final payment of CDN$220,686 (US$183,600) due
Oct. 1, 2004.

Avani O2 failed to make the final payment even after an extension
was provided.  The Company determined to terminate the agreement.
As a result, the $1,360,275 total installment receive was
forfeited and recorded as an extra-ordinary income for the year
ended Dec. 31, 2005.

            Stockholders' and Working Capital Deficits

At Dec. 31, 2005, the company's balance sheet showed $1,230,134 in
total assets and $1,262,301 in total liabilities resulting in a
$32,167 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $286,757 in total current assets available to pay $976,556 in
total current liabilities coming due within the next 12 months.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?83c

Avani International Group Inc. -- http://www.avaniwater.com/--  
produces, markets, and sells purified, oxygen enriched water under
the brand name Avani Water.  The Company utilizes a technology,
which injects oxygen into purified water.  The Company sells its
product in the greater Vancouver metropolitan area and
internationally in the United States, Taiwan, Korea, Hong Kong,
Malaysia, Japan, and Australia.  The company has two wholly owned
subsidiaries: Avani Oxygen Water Corporation fka Avani Water
Corporation, and Avani International Marketing Corporation.


CALPINE CORP: Reynolds Wants Decision on Construction Contract Now
------------------------------------------------------------------
Reynolds, Inc., doing business as John Reynolds and Sons, Inc.,
asks the U.S. Bankruptcy Court for the Southern District of New
York to compel Calpine Construction Management Company, Inc., to
assume or reject a construction services contract for a power
plant facility in Mankato, Minnesota.  CCMC and Reynolds are
parties to the contract.  CCMC serves as the general contractor
and Reynolds serves as the subcontractor.

As a subcontractor, Reynolds, among other responsibilities, acts
as CCMC's representative at the job site, ensures the safety of
employees and maintains a safety program, promptly notifies CCMC
of any environmental issues at the job site, and employs
subcontractors to the extent necessary.

As compensation, CCMC is required to pay Reynolds $3,197,300.  
Since the start of Reynolds' services, four change orders
amounting to $4,198,300 have been approved, bringing the total
amount CCMC will be obligated to pay Reynolds upon substantial
completion of the Project to $7,395,600.  Of this amount,
Reynolds has been paid $4,409,546.

Andrew B. Eckstein, Esq., at Blank Rome LLP, in New York, notes
that under Minnesota state law, Reynolds has the right to file a
mechanics' lien on account of unpaid services rendered and
materials supplied at the Project as of the Petition Date.  

Pursuant to the authority granted by the Mechanics' Lien Order,
the Debtors presented to Reynolds an offer to pay the Mechanics'
Lien Claim and make material modifications to the existing
Contracts.  Reynolds rejected the Debtors' offer because its
responsibilities under the Contracts require commitments of time
and resources in a concentrated time frame.

If Reynolds is to be bound to the contract, Mr. Eckstein says CMC
should first affirm its commitment and cure its prepetition
arrearages through assumption of the contract.

According to Mr. Eckstein, despite the size of the Debtors'
cases, CCMC should not delay its decision to assume or reject the
Contracts any longer especially since the Debtors expect the
Project to be completed by June 2006.  The Debtors' indecision
may affect the ability of the Project to be completed on time.

Further, Mr. Eckstein points out that Reynolds could face
significant damages if it continues to abide by the Contracts and
rely on CCMC's performance so far.  Reynolds is able to perform
its obligations, but it is not willing to provide additional
substantial construction services which may go unpaid without
adequate assurance of CCMC's full performance under the
Contracts.  If, upon completion, CCMC does not pay Reynolds and
its sub-subcontractors and materialmen what they are collectively
owed, Reynolds will be significantly prejudiced beyond the
compensation available under the Bankruptcy Code.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with    
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Court Approves Noteholders' Request for Documents
---------------------------------------------------------------
The Hon. Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York granted the request of the
Unofficial Committee of Second Lien Debtholders of Calpine Corp.
and its debtor-affiliates and Law Debenture Trust Company of New
York to direct the Debtors to produce copies of certain contracts
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

Law Debenture is the indenture trustee under the Indenture for
the 9-5/8% Priority Senior Secured Notes Due 2014 dated as of
September 30, 2004.

Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, reminds the Court that pursuant to the
Adequate Protection Order, the Debtors are obligated to work with
the Second Lien Debtholders and the Official Committee of
Unsecured Creditors, in consultation with Law Debenture, to
develop a list of the Debtors' projects and facilities that do
not meet certain criteria and may not receive funding under the
DIP Facility, as well as a list of projects and facilities that
require further analysis to determine if they meet the criteria.

All of the contracts have been posted in a data room established
by the Debtors for the purpose of facilitating information flow
between its various constituencies.  However, the Debtors have
informed the counsel to the Second Lien Debtholders and Law
Debenture that many of their contracts contain confidentiality
restrictions and that they are unable to provide copies of these
contracts.

Mr. Rosenberg tells Judge Lifland that the confidentiality
provisions provide that the Debtors may make copies of the
contracts available to third parties if directed to do so by
Court order.  Mr. Rosenberg recounts that the Court has
previously granted the Creditors Committee access to the
contracts.

He assures the Court that the counsel to the Second Lien
Debtholders and Law Debenture will keep the contents confidential
and will not share the documents with members of the Unofficial
Committee or holders of First Lien Notes absent further Court
order.  

Without the ability to review the Contracts, the Second Lien
Debtholders' and Law Debenture's professionals will be unable to
perform an independent analysis of the Debtors' projects and
facilities, Mr. Rosenberg points out.

                     Judge Lifland's Decree

Judge Lifland grants the Noteholders' request subject to
limitations.

The Debtors are ordered to produce copies of the contracts to
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Houlihan Lokey
Howard and Zukin and R.W. Beck Inc., professionals representing
the Second Lien Debtholders, and Brown Rudnick Berlack Israels
LLP and Jefferies & Company, Inc., the First Lien Trustee'
professionals.

Judge Lifland says the copies will not be disclosed to other
persons, including any member of the Unofficial Committee or any
holders of First Lien Notes.

The documents are:

   1) For all the contracts on the Intralinks database other
      than the seven non-public energy contracts and other than
      the contracts in section 15 of the Intralinks database:

      (a) all Database Contracts with counterparties that were
          served with notice of, but did not object to, the
          Discovery request;

      (b) the Debtors will promptly provide to the Unofficial
          Committee or First Lien Trustee a list of all Database
          Contracts on the Intralinks database;

      (c) with respect to Database Contracts other than the
          Noticed Database Contracts, the Debtors will produce to
          the Unofficial Committee or First Lien Trustee the
          Database Contracts on an as-requested basis within five
          days.  If the requested Database Contract contains
          provisions that specifically require more time or
          additional consents, the Debtors will provide notice
          within five days to counterparties to the Database
          Contracts and will promptly provide access to the
          Requested Database Contracts upon the expiration of the
          applicable contract period or the obtaining of any
          required consents;

      (d) in the event consent is required under the Requested
          Database Contracts and cannot be obtained, the
          Discovery request will be adjourned with respect to
          the requested Database Contracts and the Unofficial
          Committee or First Lien Trustee may re-notice a hearing
          on their request on five days' notice to the Debtors
          and counterparties.

   2) For all the contracts in section 15 of the Intralinks
      Web site other than the seven non-public energy contracts:
   
      (a) the Debtors will produce all Section 15 Contracts that
          do not contain confidentiality provisions and all
          Section 15 Contracts that contain confidentiality
          provisions but which counterparties were served with
          notice and did not object;

      (b) The Debtors will provide notice to, or seek consent of,
          all other counterparties to Section 15 Contracts
          containing notice or confidentiality provisions, who
          were not served with notice of the Discovery request.
          The Debtors will promptly provide access to the Section
          15 Contracts upon the expiration of the applicable
          contract period or upon obtaining the required
          consents; and

      (c) in the event consent is required under the Remaining
          Confidential Section 15 Contracts and cannot be
          obtained, then the Discovery request will be adjourned
          with respect to the Remaining Confidential Section 15
          Contracts and the Unofficial Committee or First Lien
          Trustee may re-notice a hearing on their request on
          five days' notice to the Debtors and the
          counterparties.

   3) For the seven non-public energy contracts:

      (a) disclosure of all Energy Contracts will be made only
          pursuant to the consent of the parties to the Energy
          Contract, with terms of the production to be worked out
          between the Unofficial Committee and First Lien Trustee
          and the counterparty; and

      (b) to the extent the Unofficial Committee or First Lien
          Trustee is unable to obtain the consent of a
          counterparty or to negotiate reasonable terms of
          disclosure, the Unofficial Committee or First Lien
          Trustee will petition the Court for appropriate relief.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with    
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORPORATION: Court Approves AP Services as Crisis Managers
------------------------------------------------------------------
Calpine Corporation and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ AP Services, LLC, as their crisis managers.

As reported in the Troubled Company Reporter on Jan. 6, 2006,
AP Services' affiliate, AlixPartners, LLC, has a wealth of
experience in providing crisis management services to financially
troubled organizations.  For almost 25 years, AlixPartners and
its predecessor entities have provided interim management and
advisory services to companies experiencing financial
difficulties.

Lisa Donahue, a Managing Director of AlixPartners, is directly
responsible for the daily execution of the engagement.  Ms.
Donahue has worked as a restructuring consultant and interim
manager for more than ten years and in many bankruptcy
reorganizations, including New World Pasta, Exide Technologies,
Regal Cinemas, Inc., and Fruit of the Loom, Inc.

Ms. Donahue will assist the Debtors in their operations and
restructuring efforts, with an objective of developing a short-
term cash flow forecasting tool, restructuring the Debtors, and
managing the Debtors' restructuring efforts.

APS will provide restructuring services, as APS and the Debtors
will deem appropriate and feasible in order to manage and advise
the Debtors in the course of their chapter 11 cases.

Specifically, APS will assist the Debtors to quickly address
their current liquidity challenges by:

    (a) developing a rolling 13-week cash forecasting tool for
        cash sources and uses including the impact of business
        environment changes;

    (b) understanding the corporate structure of the Debtors and
        its impact on liquidity;

    (c) understanding the various debt agreements of the Debtors;

    (d) understanding the current cash positions of the Debtors
        and what funds may be restricted or available for general
        corporate needs;

    (e) understanding the transactions among and between
        subsidiaries and the flows of funds related to these
        inter-company transactions;

    (f) developing an understanding and forecasting methodology
        for the settlement of power supply and fuel delivery
        agreements;

    (g) understanding and forecasting the settlement of
        proprietary non-generation trading positions;

    (h) forecasting the impact of credit rating changes on
        collateral required to support hedged positions;

    (i) monitoring actual receipts and disbursements and assisting
        the Debtors in developing a variance reporting mechanism,
        and developing explanations of key differences and
        recommendations for improving the forecasting
        process;

    (j) assisting management in identifying and implementing
        recommendations to improve the Debtors' net cash position;

    (k) assisting with the Company's financial and treasury
        functions to respond to requests for information;

    (l) assisting in the formulation and negotiation of the Plan
        of Reorganization;

    (m) assisting with financing issues during the bankruptcy
        proceeding and in conjunction with the Plan of
        Reorganization or that may arise from the Company's
        financing sources outside of the United States;

    (n) assisting in overseeing and driving financial performance
        in conformity with the Company's business plan;

    (o) assisting in the preparation of the statements of
        financial affairs, schedules of assets and liabilities and
        other regular reports required by the Bankruptcy Court;

    (p) assisting in developing and implementing cash management
        strategies, tactics and processes; and

    (q) providing other assistance as may be requested by Debtors
        and is within APS' expertise to support.

Ms. Donahue discloses that APS' professionals bill:

               Professional           Hourly Rate
               ------------           -----------
               Managing Directors     $570 - $690
               Directors              $430 - $530
               Vice Presidents        $320 - $410
               Associates             $250 - $280
               Analysts               $180 - $200
               Paraprofessionals         $150
               Lisa Donahue              $670
               Al Koch                   $690
               Michael Feder             $630
               Barry Folse               $480
               John Castellano           $510
               Dave Johnston             $460
               Bryan Porter              $460
               Terry Singla              $320
               Robb McWilliams           $300
               Drew Lockard              $300
               Aleksandra Bozic          $350
               Deborah Rieger-Paganis    $480
               Tom Osmun                 $480
               Scott Mell                $480

The Debtors will reimburse APS for all reasonable out-of-pocket
expenses incurred in connection with the assignment.

APS received a $1,500,000 retainer to be applied against fees and
expenses during the course of the engagement.

The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York directs APS Services, LLC to apply
the retainer it is currently holding from the Debtors to satisfy
postpetition fees and expenses, which are due and payable, before
requesting additional payments from the Debtors.

In addition, the Debtors have agreed to consider paying APS a
contingent success fee, which is an integral part of the firm's
compensation, in the event that the Debtors complete a successful
restructuring or sale of the Company.

Ms. Donahue assures Judge Lifland that APS is a disinterested
person and holds no interest adverse to the Debtors and their
estates for the matters for which APS is to be employed.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with   
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CBA COMMERCIAL: S&P Puts Low-B Ratings on Two New Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CBA Commercial Assets' $166.8 million small balance
commercial mortgage pass-through certificates series 2006-1.
     
The preliminary ratings are based on information as of April 24,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.30x, a beginning LTV of 85.1%,
and an ending LTV of 19.5%.
     
Preliminary Ratings Assigned:

CBA Commercial Assets
       
                           Preliminary     Recommended credit
     Class     Rating        amount            support
     -----     ------      -----------     ------------------
     A          AAA        $141,367,000         15.250%
     M-1        AA+        $4,587,000           12.500%
     M-2        AA-        $4,587,000            9.750%
     M-3        A-         $5,004,000            6.750%
     M-4        BBB        $2,919,000            5.000%
     M-5        BBB-       $1,877,000            3.875%
     M-6        BB         $3,753,000            1.625%
     M-7        B          $1,460,000            0.750%
     M-8        NR         $1,250,318            0.000%
     X-1*       AAA           N/A                 N/A
   
     * Interest-only class with a notional amount.  
       NR -- Not rated.  
       N/A -- Not applicable.


CENDANT CORP: Plans to Sell Travel Distribution Services Unit
-------------------------------------------------------------
Cendant Corporation disclosed plans to sell its Travel
Distribution Services division, in addition to the previously
announced plan to spin-off the TDS division to shareholders, which
is anticipated to occur in October 2006.

Henry Silverman, Cendant's Chairman and CEO said "As a result of
receiving a number of unsolicited indications of interest to
acquire TDS, the Company has decided to further explore other
strategic alternatives for that business.  The Company's decision
to consider a sale in addition to pursuing the spin-off is due, in
part, to the fact that a sale of TDS is not expected to result in
a material tax liability, as would a sale of Cendant's other
divisions."

The Company recently announced the new TDS executive management
team, comprised of Gordon Bethune, Chairman, formerly Chairman and
CEO of Continental Airlines, and Jeff Clarke, CEO and President,
formerly Chief Operating Officer of CA.

Mr. Bethune said "Our decision to join TDS was based upon the
opportunity we see in driving growth and value of a highly
integrated global travel company.  We believe that this can be
achieved in either the public or private arena and we are fully
supportive of the Board's desire to optimize the value for Cendant
shareholders."

Mr. Bethune added, "The announcement last week that TDS will be
re-named Travelport further identifies our company as the
destination for travel bookings, with a strong and unifying
identity for the distinct travel businesses that comprise TDS."

Mr. Clarke said "TDS, with its leading brands such as Orbitz,
Galileo and GTA (Gullivers Travel Associates), is well positioned
to experience considerable growth in the months and years ahead
and I am energized about leading this dynamic company as it
realizes its potential."

Cendant reiterated its plan to spin-off Realogy Corporation and
Wyndham Worldwide to shareholders, which would result in three
separate public companies, including Avis Budget Group, Inc., if
TDS is sold.  It is currently anticipated that the net cash
proceeds from a potential sale of TDS, if completed, would be
utilized primarily to reduce the debt anticipated to be incurred
by TDS, Realogy Corporation and Wyndham Worldwide to pay off the
public corporate debt of Cendant.  Whether TDS is sold or spun-
off, Cendant still intends to retire, redeem or repay all of its
outstanding corporate debt in connection with the separation plan.

Cendant has retained Citigroup, JPMorgan and Evercore Partners as
its financial advisors in connection with the potential sale of
TDS.  In addition, Citigroup and JPMorgan have developed a
financing proposal for qualified buyers.

                        About Cendant Corp

Headquartered in New York City, Cendant Corporation (NYSE: CD)  --
http://www.cendant.com/-- is primarily a provider of travel and  
residential real estate services.  With approximately 85,000
employees, the Company provides these services to businesses and
consumers in over 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services assigned its 'BBB-' rating
and '1' recovery rating to Cendant Car Rental Group LLC's
$2.375 billion secured credit facility.  At the same time, S&P
assigned its 'BB-' rating to the company's $1 billion senior
unsecured notes due 2014 and 2016.


CHEMTURA CORP: Completes $500 Million Offering of 6.875% Notes
--------------------------------------------------------------
Chemtura Corporation (NYSE:CEM) completed the offering of
$500 million aggregate principal amount of notes due 2016 priced
at 6.875% (with a yield to maturity of 6.95%).

"We were very pleased with the market reception of our bonds and
increased the offering as a result of significant
oversubscription," Karen Osar, executive vice president and chief
financial officer, said.

The company intends to use the net proceeds to:

   (i) redeem its outstanding $164.8 million aggregate principal
       amount of Senior Floating Rate Notes; and

  (ii) reduce borrowings outstanding under its revolving credit
       facility.

The offering was lead managed by Credit Suisse and Citigroup.

                       Terms of the Notes

Interest on the notes is payable on June 1 and December 1 of
each year, beginning on Dec. 1, 2006.  The notes mature on
June 1, 2016.

Certain of its existing and future wholly owned domestic
subsidiaries would guarantee the Company's obligations under the
notes.

The notes will be the Company's general unsecured, unsubordinated
obligations and will rank pari passu with its existing and future
unsubordinated debt.  The notes will be subordinated to any
secured debt and will be structurally subordinated to all future
and existing obligations of the Company's subsidiaries that do not
guarantee the notes.  Not all of the Company's subsidiaries will
be guarantors of the notes.  Non-guarantor subsidiaries have no
obligations to pay noteholders.  As a result, the notes are
effectively junior in right of payment to non-guarantor
subsidiaries' obligations.  Holders of notes will have no recourse
against non-guarantor subsidiaries.

At December 31, 2005, the Company has $4.986 billion in total
assets and $1.369 billion in total debts.  At December 31, 2005,
the Company's non-guarantor subsidiaries owed third parties around
$238 million.

A full-text copy of the Free Writing Prospectus is available for
free at http://ResearchArchives.com/t/s?827

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?829

Headquartered in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- is a global manufacturer and marketer  
of specialty chemicals, crop protection and pool, spa and home
care products.  With pro forma 2005 sales of $3.9 billion, the
company has approximately 7,300 employees around the world.

                         *     *     *

As reported in the Troubled Company Reporter on Mar 17, 2006,
Standard & Poor's Ratings Services revised its outlook on
Middlebury, Connecticut-based Chemtura Corp. to positive from
stable and affirmed the existing 'BB+' ratings.

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed Ba1 ratings on all of Chemtura
Corporation's outstanding $1.27 billion of senior unsecured debt
obligations, and changed the outlook on the company's ratings to
negative from stable.


CKRUSH INC: Rosenberg Rich Expresses Going Concern Doubt
--------------------------------------------------------
Rosenberg Rich Baker Berman & Company in Bridgewater, New Jersey,
raised substantial doubt about Ckrush, Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditors pointed to the company's operating losses and working
capital deficiency.

Ckrush, Inc., filed its consolidated financial statements for the
year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 12, 2006.

The company reported a $7,950,267 net loss on $704,016 of net
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $4,598,186 in
total assets, $12,192,558 in total liabilities, and $4,708,130 in
total minority interest, resulting in a $12,302,502 stockholders'
equity deficit.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?845

Headquartered in New York City, Ckrush, Inc. (CKRH) --
http://www.ckrush.net/-- is an independent producer of  
entertainment and sports content for distribution to all media
platforms.  The company produce programming for pay-per-view,
video-on-demand, international markets, as well as, for retail and
direct response sale.  The company also produces televised sports
events and hold promotional rights to professional boxers.


COTT CORP: Incurs $2.1 Million Net Loss in First Quarter
--------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) disclosed its financial
results for the first quarter ended April 1, 2006.  First quarter
sales were in line with the prior year quarter at $394.2 million,
compared to $395.5 million.  Excluding acquisitions however,
first quarter sales declined by 5%.  Net loss for the quarter was
$2.1 million.

"Our first quarter results reflect the progress of our North
American realignment in stabilizing the business.  The results are
in line with our plan as we continue taking aggressive action to
position Cott for longer term profitability," said John K.
Sheppard, president and chief executive officer.  "As we have said
previously, our focus during 2006 is to improve margins and take
steps to increase Cott's presence in non-carbonated beverage
segments.  I am pleased with the progress of recent initiatives to
support margin improvement, including the achievement of our
pricing objectives for 2006.  In the U.S., Cott continues to
outperform the carbonated soft drink category in our channels,
posting a 0.2 share point gain in the 12-weeks ending March 18."

North American first quarter sales declined 8% from the prior year
quarter, due mainly to a structural change in Cott's agreement
with one of its self-manufacturing customers.  Cott continues to
supply this customer with filled beverages, however a portion of
the business is now in the form of concentrate sales, lowering
Cott's revenue but having minimal earnings impact.  Additional
factors impacting North American sales in the quarter were product
and packaging rationalization, continued softness in the
carbonated soft drink category and lower bottled water shipments.
U.K. and European sales in the quarter increased 50% compared to
the prior year quarter due principally to increases from the
acquisition of Macaw (Soft Drinks) Ltd. in August 2005, as well as
base business growth.  Excluding the acquisition, U.K. and
European first quarter sales grew 4% over the prior year quarter
and by 12% when foreign exchange is also excluded.  International
sales rose 14% from prior year quarter, benefiting from both
Mexico and Royal Crown International increases.  Excluding foreign
exchange, international sales were up 10%.

Gross margin as a percentage of sales in the quarter was 13.4%,
compared to 14.2% in the prior year quarter due to higher
ingredients and packaging costs and increased capacity-related
fixed costs.  The first quarter gross margin percentage showed
solid improvement from the 11.9% level experienced in the most
recent fourth quarter.

Selling, general and administrative expenses increased in the
quarter mainly due to stock option expense.  The Company's cost
control actions largely offset additional selling, general and
administrative expense related to Macaw.   The Company began
recording expenses for stock options in 2006 under the provisions
of FAS 123(R).  For the first quarter, stock option expense
amounted to $2.7 million before tax or $0.03 per diluted share on
an after tax basis.

Interest expense increased $1.7 million in the quarter due to the
Macaw acquisition.  Unusual item charges of $5.0 million on a
pre-tax basis were recorded in the quarter.  Of these charges,
$3.0 million relate to the North American realignment and the
balance are for legal and other fees associated with the review of
our Macaw acquisition by the U.K.'s Competition Commission.

During the quarter, the Company announced that the Competition
Commission in the U.K. had provisionally cleared Cott's
acquisition of Macaw.  The Company expects to receive final
clearance of the transaction by May 15, 2006.   The Company has
begun shipments of retailer brand carbonated soft drinks in
Brazil, the world's fourth largest market for carbonated soft
drinks by per capita consumption.  Cott is working with a local
bottler to supply its largest customer with a retailer brand
beverage program, initially launching in more than 100 stores.

"Our agreement in Brazil gives us access to a market with long-
term growth potential for retailer brand carbonated soft drinks,
while limiting our investment in fixed assets," added Mr.
Sheppard.

                             Outlook

The Company continues to expect 2006 EBITDA to be relatively flat
with 2005, excluding the impact of unusual items and stock option
expense.  The Company also continues to expect net income
excluding unusual items and stock option expense to be
substantially lower in 2006 compared to 2005 due to significant
increases in depreciation, interest expense, and the effective tax
rate.  Charges for unusual items during 2006, including pre-tax
asset impairment and restructuring charges, are expected to be
between $23 and $43 million, of which $3 million were recorded in
the first quarter.  This amount is part of the previously
announced charges of $60 to $80 million.  Stock option expense in
2006 is expected to be $10 to $12 million on a pre-tax basis.
In 2007, Cott expects EBITDA excluding unusual items and stock
option expense to rebound to the 2004 level and to build further
on that in 2008.  The Company's goal is to improve its gross
margin as a percentage of sales to 16% in 2008 through improved
operating efficiencies, product mix and pricing.  Beyond 2008, the
Company is targeting longer-term annual sales growth of 5 to 7%
and earnings per diluted share growth of 8 to 12%.

Headquartered in Toronto, Ontario, Canada, Cott Corporation --
http://www.cott.com/-- is one of the world's largest retailer    
brand beverage suppliers whose principal markets are North
America, the United Kingdom and Mexico.  In addition to carbonated
soft drinks, the Company's product lines include clear, sparkling
flavored beverages, juice-based products, bottled water, energy
drinks and iced teas.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Moody's Investors Service downgraded (x) Cott Beverages, Inc.'s
Senior Subordinated Regular Bond/Debenture rating to B1 from Ba3
and (y) Cott Corporation's Corporate Family Rating, to Ba3 from
Ba2.  The ratings outlook is stable, Moody's said.  

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Standard & Poor's Ratings Services lowered its ratings on Cott
Corp. by one notch, including its corporate credit rating, to
'BB-' from 'BB'.  S&P said the outlook is negative.


DANA CORP: Gets Final Okay to Hire AP Services as Crisis Manager
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Dana Corporation and its debtor-affiliates final authority to
employ AP Services, LLC, as their crisis managers.

As reported in the Troubled Company Reporter on Mar. 17, 2006,
APS is an affiliate of AlixPartners, LLC, which was hired by the
Debtors before Dana filed for chapter 11 protection.

Michael L. DeBacker, Esq., vice president, general counsel and
secretary of Dana Corp., told the Court that APS, AlixPartners,
and their professionals and employees have a wealth of experience
in providing crisis management services to financially troubled
organizations.  For more than 20 years, AlixPartners has provided
interim management and advisory services to companies experiencing
financial difficulties.

Pursuant to an engagement letter dated March 2, 2006, APS has
agreed to provide certain temporary employees, including Ted
Stenger, and Kenneth A. Hiltz, to assist the Debtors in their
restructuring efforts.

Mr. Stenger, a managing director with AlixPartners, will be
designated as Dana's chief restructuring officer.  Mr. Hiltz will
be designated as Dana's chief financial officer.  Both officers
will be under the direct supervision of Dana's chief executive
officer.  

Working collaboratively with the senior management team, the
Board of Directors and the Debtors' other professionals,
Mr. Stenger, Mr. Hiltz and APS will assist the Debtors in
evaluating and implementing strategic and tactical options
through the restructuring process.

Additional temporary employees who will assist in the Debtors'
restructuring efforts are:

     Employee            Position                   Hourly Rate
     --------            --------                   -----------
     Stephen Taylor      Manager                       $670
     Meade Monger        Manager                       $660
     Alan Holtz          Planning & Analysis Manager   $650
     David Garfield      Manager                       $610
     Tom Morrow          Manager                       $550
     Greg Presley        Manager                       $550
     Carrianne Basler    Manager                       $495
     Charles Cipione     Manager                       $495
     George Hughes       Financial Analyst             $495
     Tai Li              Purchasing Analyst            $495
     Scott Mell          Manager                       $495
     Jon Otterber        Manager                       $495
     Pilar Tarry         Manager                       $495
     Justin Cooper       Financial Analyst             $430
     Benjamin Gaw        Purchasing Analyst            $430
     Scott Hamilton      Financial Analyst             $380
     Mark Hojnacki       Financial Analyst             $350
     Kevin Montague      Financial Analyst             $350
     Tim Sambrano        Financial Analyst             $300

The temporary employees will:

   (1) assist leadership of the financial function of the company
       including assisting in strengthening the core competencies
       in the finance organization, including, cash management,
       planning, general accounting and financial reporting
       information management;

   (2) assist in preparing for and, if required, assist with the
       filing of a bankruptcy petition, coordinating and
       providing administrative support for the proceeding and
       developing Dana's plan of reorganization or other
       appropriate case resolution, if necessary;

   (3) assist the company and its employees, designees and agents
       to identify and implement both short-term and long-term
       liquidity generating initiatives;

   (4) assist in developing and implementing cash management
       strategies, tactics and processes;

   (5) assist the company's treasury department and the company's
       professionals to coordinate the activities of the
       representatives of other constituencies in the cash
       management process;

   (6) as directed by the CEO, continue to assist in the
       manufacturing footprint transition and the OEE programs
       that are currently underway or that the company may
       commence, add or otherwise investigate;

   (7) assist management with the development of the Company's
       revised business plan, and other related forecasts as may
       be required by lenders in connection with negotiations or
       by the company for other corporate purposes;

   (8) assist in communicating with the "working group" of
       professionals who are assisting the company in the
       reorganization process or who are working for the
       company's various stakeholders and cooperate with other
       professionals to improve coordination of the efforts so
       that it is consistent with the company's overall
       restructuring goals;

   (9) assist in negotiations with stakeholders and their
       representatives;

  (10) supervise the preparation, and assist in the production,
       of regular reports required by the Court, oversee and
       assist with the management of the claim and claim
       reconciliation processes as well as provide testimony
       before the Court on matters that are within APS' area of
       expertise or assist in the preparation of other
       individuals, designated by the company, who will provide
       similar testimony;

  (11) assist in communication or negotiation with outside
       constituents, including without limitation vendors, the
       banks and their advisors; and

  (12) assist with other matters as may be requested by the
       company that are mutually agreeable to the parties;

The Debtors will pay APS for providing the temporary employees
based on these rates:

       Professionals          Hourly Rate
       -------------          -----------
       Managing Directors     $590 to $750
       Directors              $440 to $550
       Vice Presidents        $330 to $430
       Associates             $260 to $300
       Analysts               $190 to $220
       Paraprofessionals          $160

Mr. Stenger and Mr. Hiltz will each be paid $125,000 per month
their services.

In addition, the Debtors will pay APS a $4,000,000 contingent
success fee, payable upon the earlier of (a) confirmation of a
plan of reorganization, or (b) a sale of all or substantially all
of the assets of the company and its subsidiaries.

The Debtors will reimburse APS for all reasonable out-of-pocket
expenses incurred in connection with this retention.

The Debtors agreed to indemnify, hold harmless and defend APS
employees serving as officers of the Debtors from and against all
claims and liabilities.

The Debtors paid a $400,000 retainer to AlixPartners, which has
been transferred to APS and will remain in place to secure
performance under the Engagement Letter.

The Debtors paid AlixPartners $20,363,234 for services rendered
prepetition.  All invoices are paid and current up to the
Petition Date, and neither AlixPartners nor APS are owed any
amounts for prepetition services.

Mr. Stenger disclosed that AlixPartners and APS have provided,
and likely will continue to provide services to certain creditors
and parties-in-interest in matters unrelated to the Debtors'
Chapter 11 cases.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  The Official Committee of Unsecured
Creditors has sought the retention of Kramer Levin Naftalis &
Frankel LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.  
(Dana Corporation Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


DANA CORP: Court Institutes Interim Compensation Procedures
-----------------------------------------------------------
At Dana Corporation and its debtor-affiliates' request, the U.S.
Bankruptcy Court for the Southern District of New York established
an orderly, regular process for:

   (a) the allowance and payment of fees and expenses of
       attorneys and other professionals whose services are
       authorized by the Court pursuant to Sections 327 or 1103;
       and

   (b) reimbursement of out-of-pocket expenses incurred by
       members of the Official Committee of Unsecured Creditors
       and any statutory committees appointed in the Debtors'
       Chapter 11 cases.

As reported in the Troubled Company Reporter on Mar. 28, 2006,
Corinne Ball, Esq., at Jones Day, in New York, told the Court that
the procedures proposed by the Debtors will enable them to closely
monitor the costs of administration, maintain level cash flow and
implement efficient cash management procedures.  The procedures
will also allow the Court and other parties-in-interest to ensure
the reasonableness and necessity of the fees sought by the
Retained Professionals.

                      Billing Procedures

On or before the last day of each month following the month for
which compensation is sought, each Retained Professional will
serve a monthly statement to:

    (i) the Debtors,
   (ii) Jones Day,
  (iii) the attorneys for the Committees,
   (iv) the Office of the United States Trustee, and
    (v) counsel to Citicorp North America, Inc.

The Monthly Statement must contain a list of the individuals and
their titles who provided services, their billing rates, the
aggregate hours spent by each individual, a reasonably detailed
breakdown of the disbursements incurred and contemporaneously
maintained time entries for each individual in increments of
tenths of an hour.

The Monthly Statement need not be filed with the Court.

Each Notice Party will have at least 14 days after its receipt of
a Monthly Statement to object to the Statement.

At the expiration of the 45-day period following the month for
which compensation is sought, the Debtors will promptly pay 80%
of the fees and 100% of the expenses identified in each Monthly
Statement to which no objection has been served.  If an objection
is served to a particular Statement, the Debtors will only pay
the portion not subject to the objection.

If the objecting parties and the Retained Professional are able
to resolve an objection, then the Debtors will promptly pay the
resolved portion of the Monthly Statement.  All objections that
are not resolved by the parties will be preserved and scheduled
for hearing before the Court.

The service of an objection to a Monthly Statement will not
prejudice the objecting party's right to object to any fee
application made to the Court.  Furthermore, the decision by any
party not to object to a Statement will not be a waiver of any
kind or prejudice that party's right to object to any fee
application.

Approximately every 120 days, each Retained Professional will
serve and file with the Court, in accordance with General Order
M-242, as amended by General Order M-269 and pursuant to Sections
330 and 331, an application for interim or final Court approval
and allowance of the compensation and reimbursement of expenses.

Any Retained Professional who fails to file a fee application
when due (i) will be ineligible to receive further monthly
payments until further Court order and (ii) upon Court order, may
be required to disgorge any fees paid since retention or the last
fee application, whichever is later.

The pendency of an application, or a Court order that payment of
fees and expenses was improper as to a particular Monthly
Statement will not disqualify a Retained Professional from the
future payment of fees and expenses, unless otherwise ordered by
the Court.

Neither the payment of, nor the failure to pay, in whole or in
part, monthly compensation and reimbursement will have any effect
on the Court's interim or final allowance of compensation and
reimbursement of expenses of any Retained Professional.

The attorney for any of the Committees may, in accordance with
the Billing Procedures, collect and submit statements of
expenses, with supporting vouchers, from members of the Committee
he or she represents.

The first Monthly Statement for Retained Professionals whose
retention has been approved by the Court as of the Petition Date
will cover the services rendered beginning on the Petition Date
through March 30, 2006.  Their first interim fee applications
will cover postpetition services rendered through July 31, 2006.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  The Official Committee of Unsecured
Creditors has sought the retention of Kramer Levin Naftalis &
Frankel LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.  
(Dana Corporation Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


DANA CORP: Gets Final Court OK to Hire Hunton as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Dana Corporation and its debtor-affiliates final authority
to employ Hunton & Williams LLP as their special counsel in their
Chapter 11 cases.

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Michael L. DeBacker, Esq., vice president, general counsel and
secretary of Dana Corp., explained that the Debtors selected
Hunton & Williams because of its experience and expertise in
corporate and business matters.

In addition, Mr. DeBacker said that Hunton & Williams' familiarity
with the Debtors' business structure renders it uniquely qualified
to deal effectively with the complex legal issues that may arise
in the context of Debtors' corporate and business matters.

Dana is incorporated in Virginia and for more than 50 years
Hunton & Williams has represented Dana as its Virginia counsel.
The firm has also represented the Debtors and non-Debtor
affiliates in connection with various corporate, securities,
finance, intellectual property, taxation, and bankruptcy and non-
bankruptcy litigation matters.

Effective on the Petition Date, Hunton & Williams will:

   (1) advise and represent the Debtors with respect to all
       aspects of general corporate, securities, finance,
       intellectual property, and other business matters;

  (ii) advise and represent the Debtors with respect to all
       aspects of asset sale transactions, asset purchase
       transactions, securitization transactions and joint
       venture transactions including, without limitation, tax,
       environmental, contract, lease, finance, regulatory and
       post-closing aspects of the transactions;

(iii) advise and represent the Debtor with respect to all
       aspects of various pieces of litigation to which the
       Debtors are parties; and

  (iv) assist the Debtors' reorganization attorneys from time to
       time.

The attorneys and paralegals at Hunton & Williams who are
expected to have primary responsibility for these matters are:

   Name                           Position      Hourly Rate
   ----                           --------      -----------
   Robert A. Acosta-Lewis, Esq.   Partner          $373
   Daniel M. Campbell, Esq.       Partner          $337
   Cyane B. Crump, Esq.           Partner          $315
   Stephen P. Demm, Esq.          Partner          $319
   W. Jeffery Edwards, Esq.       Partner          $396
   Edward J. Fuhr, Esq.           Partner          $382
   Allen C. Goolsby, III, Esq.    Partner          $405
   John Owen Gwathmey, Esq.       Partner          $342
   Dan J. Jordanger, Esq.         Partner          $346
   William M. Richardson, Esq.    Partner          $472
   Amy McDaniel Williams, Esq.    Partner          $373
   Linda L. Najjoum, Esq.         Counsel          $382
   Joseph J. Saltarelli, Esq.     Counsel          $585
   Sean M. Beard, Esq.            Associate        $265
   Coburn R. Beck, Esq.           Associate        $288
   Richard W. Brooks, Esq.        Associate        $202
   Michael T. Damgard, Esq.       Associate        $274
   Kevin M. Georgerian, Esq.      Associate        $184
   Mikhail Y. Gurfinkel, Esq.     Associate        $387
   J. Christopher Lemons, Esq.    Associate        $256
   Kimberly L. Nelson, Esq.       Associate        $270
   Sarah K. Pointer, Esq.         Associate        $189
   James W. Van Horn, Jr. , Esq.  Associate        $184
   Elizabeth S. Bear              Paralegal        $157
   Christine R. Carter            Paralegal        $121
   Rae C. Cousins                 Paralegal         $58
   Debra Kim Hurwitz              Paralegal         $76
   Melissa Lyn Kaplafka           Paralegal         $99
   Stephanie E. Meharg            Paralegal         $76
   Megan Kennedy Scanlon          Paralegal         $99

Other attorneys in the New York, Richmond, Charlotte, Atlanta,
Washington, D.C. and other offices of Hunton & Williams that may
have responsibility for particular issues arising in the Debtors'
cases bill at hourly rates ranging from $184.50 per hour to
$790.00 per hour.  Paralegal rates range from $60.00 to $250.00
per hour.

Hunton & Williams will also seek reimbursement of actual and
necessary out-of-pocket expenses.

As of the Petition Date, the Debtors owed Hunton & Williams
approximately $200,000 on account of services rendered
prepetition.

Mr. Goolsby assured the Court that Hunton & Williams does not
represent or hold any interest adverse to the Debtors or their
estates with respect to matters upon which it is engaged.  

He disclosed that:

   (a) Kathy DeJonge, a former associate attorney the bankruptcy
       and creditors' rights team of Hunton & Williams' Richmond,
       Virginia office, took a position with the Office of the
       United States Trustee in the Western District of Virginia
       upon leaving the firm.  Ms. DeJonge is no longer employed
       by the Office of the United States Trustee;

   (b) Laura Woodson, a former associate attorney on the
       bankruptcy and creditors' rights team of Hunton &
       Williams' Atlanta, Georgia, office, worked for the Office
       of the United States Trustee for the Northern District of
       Georgia prior to working for Hunton & Williams; and

   (c) various attorneys of the firm from time to time speak and
       otherwise deal in their professional capacities with
       persons in various Offices of the United States Trustee in
       connection with various pending bankruptcy matters.

Hunton & Williams has over 800 attorneys in 16 offices located
domestically and abroad, including New York, New York,
Washington, D.C., Miami, Florida, Charlotte, North Carolina, and
Atlanta, Georgia. Hunton & Williams' headquarters and largest
office is located in Richmond, Virginia.  Hunton & Williams has a
national reputation as a full-service law firm, and has a
national clientele that includes numerous Fortune 100 and 500
companies.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  The Official Committee of Unsecured
Creditors has sought the retention of Kramer Levin Naftalis &
Frankel LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.  
(Dana Corporation Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


DELTA AIR: Wants Until November 11 to Make Lease-Related Decisions
------------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
further extend, until Nov. 11, 2006, the period within which they
may assume, assume and assign, or reject more than 400 unexpired
leases of nonresidential real property, without prejudice to their
right to seek a further extension.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the requested extension, which is supported by the
Official Committee of Unsecured Creditors, falls well within the
parameters of Section 365(d)(4) deadline extensions granted by
courts in other Chapter 11 cases of comparable size and
complexity.

Since obtaining an initial extension, the Debtors have made
substantial progress on a variety of fronts, including:

   (i) lowering their financing costs;

  (ii) continuing with substantial headcount reductions and
       contract renegotiations and rejections; and

(iii) continuing to restructure their aircraft fleet, route
       network and regional jet partner relationships.

The progress, while substantial, has not yet reached the point
where the Debtors can complete their evaluation of the Leases and
determine how they may fit into the Debtors' business operations
post-emergence, Mr. Huebner tells Judge Hardin.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Wants Court Nod on Tacoma Operating Agreement
--------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to undertake and perform their obligations under a
Seattle-Tacoma International Airport 2006-2012 Signatory Lease and
Operating Agreement between Delta Air Lines, Inc., and the Port of
Seattle, effective Jan. 1, 2006.

Tacoma owns and operates the Seattle-Tacoma International Airport.  
Delta is party to a Signatory Lease and Operating Agreement with
Tacoma effective January 1, 2004.  Delta continues operations at
the Airport pursuant to a holdover under the 2004 Agreement.

Airlines are eligible to become signatories to the 2006 Agreement
by signing the 2006 Agreement and satisfying its requirements.
Airlines that become signatories are entitled to receive certain
benefits, including:

   (i) a preferential regime of rates and charges; and

  (ii) less burdensome security deposit requirements pursuant to
       the Security Fund arrangement for any Airline that agrees
       to forever renounce its right to receive a specified
       portion of its Proportionate Percentage of the 2005
       Revenue Available for Sharing.

Delta believes that it has the authority under Section 363(c)(1)
of the Bankruptcy Code to perform all of its obligations under
the 2006 Agreement.  Section 363(c) expressly grants a debtor the
authority to enter into transactions in the ordinary course of
business.

However, according to Sharon Katz, Esq., at Davis Polk &
Wardwell, in New York, Delta is currently unable to meet the
requirements set forth in Section 7.5 of the 2006 Agreement,
which requires the Debtor to obtain a Court order providing that:

   (1) Delta will be authorized to execute, deliver and perform
       its obligations under the Agreement;

   (2) Delta will not grant to any person a lien on or security
       interest in any portion of the Security Fund, as defined
       in the Agreement; and

   (3) Tacoma will be granted relief from any applicable stay of
       action in a case or proceeding against the Security Fund,
       provided that, after giving effect to the action, there
       remains in the Security Fund an amount greater than or
       equal to one month of estimated rental charges for
       Airline's use of its Preferential Use Premises and
       Exclusive Use Premises, plus one month of estimated rental
       charges for Delta's use of Common Use Premises and Joint
       User Areas, plus one month of the Debtor's estimated
       Landing Fees.

Pursuant to a letter agreement dated March 31, 2006, Tacoma
agreed that Delta could (i) conditionally become a signatory to
the 2006 Agreement and (ii) become a permanent, unconditional
signatory to the 2006 Agreement by obtaining a Court approval of
the 2006 Agreement on or before May 31, 2006.

Ms. Katz relates that the amount of Delta's economic obligation
under the 2006 Agreement is small in relation to the size of
Delta's estate.  In addition, both airline debtors as well as
airlines operating outside of Chapter 11 regularly enter into and
perform the kind of obligations set forth in the 2006 Agreement.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: U.S. Trustee Wants Examiner Appointed
------------------------------------------------
Diana G. Adams, acting U.S. Trustee for Region 2, asks the United
States Bankruptcy Court for the Southern District of New York to
order the appointment of an examiner who will investigate the
utilization of professional services in Delta Air Lines, Inc., and
its debtor-affiliates' chapter 11 cases, pursuant to Section
1104(c)(2) of the Bankruptcy Code.

Ms. Adams relates to the Court that, in their first interim
applications, the professionals retained under Sections 327 or
1103 sought allowance of approximately $43,000,000 in fees and
expenses for services rendered from the Sept. 14, 2005, through
Jan. 31, 2006.

The Debtors and the statutory committees retained in their Chapter
11 cases have not filed any objections other than a limited
objection to the fees of the professionals retained by the Section
1114 Non-Pilot Retiree Committee.

The U.S. Trustee wants an examiner to assist the Court and
parties-in-interest in insuring full compliance with the
Bankruptcy Code regarding payment of professional fees.

The examiner will act both prospectively and retrospectively to
help control fees by assisting in:

    -- setting budgets;

    -- reviewing the discounting of rates of the professionals;
  
    -- ensuring that the services to be performed by the
       professionals are reasonable, necessary and non-
       duplicative;

    -- investigating other cost-saving possibilities, including
       non-bankruptcy billing practices; and

    -- filing appropriate reports with the Court.

Under the Bankruptcy Code, debtors and the official committees
are responsible for managing the costs of the professionals
working for them, reviewing fee applications and objecting to
fees and expenses that are not actual, reasonable, and necessary.  

Ms. Adams contends that properly managing professional services
is difficult and time-intensive.  This is especially so during
the heat of a bankruptcy case when the demands and distractions
from other matters in the case and incentives to avoid disputes
over issues that can be deferred, like compensation requests, are
at their strongest.

The U.S. Trustee believes that the appointment of an examiner
will permit management of the professional services in advance of
performance and will allow the examiner to act prospectively as
well as retrospectively.  A proactive effort to manage choices
during the course of a case holds promise of greater and fairer
savings, because it focuses attention on, and permits changes
before costs are incurred.  According to Ms. Adams, this new
approach will provide an improved oversight mechanism because an
examiner will be able to devote the time required to perform an
in-depth analysis of compensation requests and will have the
ability to act both prospectively and retrospectively.

The U.S. Trustee proposes that the examiner be given the
authority to retain professionals of his or her own, and standing
as a party-in-interest to move, appear and be heard on any
matters related to his or her duties or appointment; however, the
examiner should specifically not be authorized to object to
compensation requests.  The role of the examiner will be enhanced
with the ability to remain neutral on compensation requests.

Section 1106(a)(3) permits an examiner to investigate acts,
conduct, assets, liabilities, and financial condition of the
debtors.  The examiner in the Debtors' cases will use this
authority for the limited purpose of investigating and analyzing
the utilization and compensation of professional services.

The examiner will be required to prepare and file with the Court
reports describing the results, findings, and recommendations of
his or her examination.  Most aspects of the reports are left to
the examiner's discretion.  However, the examiner will be
required, among others, to file the reports at least once a
month.

While the ultimate responsibility for approving fees rests with
the Court, the evaluation by an examiner of professional
compensation is an efficient, productive, and meaningful method
of assisting the Court in ensuring fair compensation for
professionals in large cases, Ms. Adams contends.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DENBURY RESOURCES: Prices Stock Offer at $35.79 Per Common Share
----------------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR) priced its $125 million offering
of 3,492,595 shares of common stock at $35.79 per share, net to
the Company.  The Company will have approximately 119 million
shares outstanding following the offering (excluding any
additional shares sold under the underwriter's over-allotment
option).

Denbury plans to use the net proceeds from the offering to repay
the current borrowings under the Company's bank credit facility,
which are currently $120 million, the majority of which was
incurred to partially fund its $248 million acquisition of three
properties in January 2006.  The underwriter will have an option
to purchase up to an additional $18.75 million of common stock
(523,889 shares) at the same price for thirty days to cover
over-allotments, if any.

J.P. Morgan Securities Inc. will serve as sole underwriter for the
offering.

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                         *     *     *

Denbury Resources, Inc.'s 7-1/2% Senior Subordinated Notes due
2013 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


EPIXTAR CORP: Wants M. DiGiovanna as Special Securities Counsel
---------------------------------------------------------------
Epixtar Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Florida in Miami for authority
to employ Michael DiGiovanna, Esq., as their special securities
counsel, nunc pro tunc to Nov. 16, 2005.

The Debtors expect Mr. DiGiovanna to:

   a) assist them in the preparation and review of papers
      filed with the Securities and Exchange Commission; and

   b) advise them on all matters relating to the SEC and
      securities laws.

Mr. DiGiovanna bills $275 per hour for his services.

Mr. DiGiovanna tells the Court that he is a self-employed
practitioner who has participated in more than 200 private and
public offerings for over 30 years.

Mr. DiGiovanna further tells the Court that he has represented
Epixtar and its predecessor, Global Asset Management, since June
1997.  His representation included the preparation or review of
SEC filings and financing arrangements.

The Debtors disclose that they owe Mr. DiGiovanna $142,000 as of
the date of their bankruptcy filing.

To the best of the Debtors' knowledge, Mr. DiGiovanna does not
hold any interests adverse to them or to the estate.

                           About Epixtar

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/  
-- fdba Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FDL INC: Inks $1 Million DIP Financing Deal with Peter Jensen
-------------------------------------------------------------
FDL, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Indiana in Indianapolis for authority to obtain a
$1 million debtor-in-possession loan from Peter Jensen.

The Debtor tells the Court that it has approximately $1.3 million
in unfulfilled purchase orders from Sam's Club, one of its biggest
customers in the retailing business, and will need the funds to
complete the obligation.

The Debtor says it can't obtain financing from sources other than
Mr. Jensen.  Mr. Jensen is willing to provide the financing to the
Debtor on a secured basis, in return for one-half of the profits
from the Sam's Club purchase orders, plus adequate protection in
the form of a first priority lien on the Sam's Club purchase
orders, letter of credit from Sam's Club and its proceeds.

Don Rogers and Fifth Third Bank assert first priority liens
against substantially all of the Debtor's assets.  The Debtor
contends that the granting of a first priority lien to Mr. Jensen
on the proceeds of the Sam's Club purchase orders and letter of
credit will not adversely impact Don Rogers and Fifth Third Bank's
liens because absent the financing, the Debtor would not receive
any income from the Sam's Club purchase orders.

Deborah J. Caruso, Esq., at Dale & Eke, P.C., in Indianapolis,
Indiana, argues that without the proposed DIP financing, the
Debtor will lose significant income at a time when it is crucial
to maintain its operations in the ordinary course for the benefit
of its customers, vendors and employees.  Additionally, without an
immediate DIP financing, the Debtor's future relationship with
Sam's Club will be seriously jeopardized, Ms. Caruso relates.

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 Million and
$50 Million.


FIVECAP INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: FiveCAP, Inc.
        P.O. Box 37
        Scottville, Michigan 49454

Bankruptcy Case No.: 06-01749

Type of Business: The Debtor is on of the 31 Community Action
                  Agencies in the State of Michigan.  FiveCAP acts
                  as an advocate, catalyst, and administrator of
                  40 programs to promote individual and family
                  self-sufficiency, utilizing federal, state, and
                  local resources. See http://www.fivecap.org/

Chapter 11 Petition Date: April 20, 2006

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue Southwest
                  Wyoming, MI 49509
                  Tel: (616) 538-6380

Total Assets: $677,00

Total Debts:  $1,384,032

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


HEALD COLLEGE: Covenant Violations Cue Moody's Negative Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Heald
College's $13.4 million of outstanding Series 1999 bonds, issued
through the California Educational Facilities Authority.  The
outlook for the rating has been revised to negative from stable.

The revision of the rating outlook reflects the College's
continued decline in enrollment, expectations for a large
operating loss in FY2006, and continued violation of covenants
under various loan agreements.  The Ba1 rating has been
maintained, however, given continued turnaround efforts of a
relatively new management team, expectations for improved
enrollment and operations in FY2007 and potential value of
College's illiquid real estate.

Legal Security: The bonds are secured by the College's general
   obligation pledge, as well as a mortgage lien on three
   properties, including the San Jose Campus, Rancho Cordova
   campus in Sacramento and its corporate headquarters in San
   Francisco.  In addition, the bonds are backed by a fully
   funded debt service reserve fund.

Interest Rate Derivatives: The College has entered into one swap
   agreement related to $9 million of privately placed bonds.
   Under the agreement, Heald pays a fixed rate in exchange for a
   variable rate payment based on LIBOR.  The College has not
   needed to post collateral under the agreement.

Strengths:

   * Large enrollment base, with regionally focused market
     position across eleven campuses, primarily in Northern
     California;

   * Flexible operating structure, with multiple campuses and
     proven history of willingness to consolidate locations,
     close or reduce programs and non-tenured faculty, allowing
     for a quicker reduction in staff levels when necessary;

   * Meaningful value of real estate holdings securing the bonds,
     with recent appraisals on some of the properties indicating
     the total value may exceed $50 million.

Challenges:

   * Ongoing declines in enrollment, although the College
     successfully launched an allied health division that has
     grown rapidly to represent over 38% of enrollment after just
     three years;

   * Operating performance has been thin and declining, with
     operating cash flow falling from nearly $12 million in 2003
     to $6 million in 2005, representing an operating margin of
     - 3.9%.  Heald expects an even larger deficit in FY2006,
     possibly reaching up to $10 million as enrollment continues
     to fall short of expectations.  The College expects
     substantial improvement in FY2007 assuming the reduced
     expenses associated with the discontinuation of the Portland
     campus, other significant expense reductions, and
     assumptions of flat to growing enrollment.

   * Liquidity remains a concern as total financial resources
     fell to $8.3 million in 2005 from $9.5 million in 2004.  The
     College has not met covenants of its privately placed bonds
     for the last two years.  While Heald has received a waiver
     from the bond holder, Moody's believes Heald's continued
     inability to meet covenants and reliance on waivers from
     bondholders presents a serious risk if waivers are not
     received in the future.

Outlook: The negative outlook is based on Moody's concern for
   Heald's continued weak enrollment and operating performance,
   combined with the reliance on waivers from banks after
   violation of covenants.

What Could Change The Rating Up: Significant growth in liquidity,
   growing enrollment and positive operating margin

What Could Change The Rating Down: Continued declines in
   liquidity and enrollment, failure to balance operating
   performance in FY2007.

Key Data And Ratios:

   Total Enrollment: 6,215 full-time equivalent students
   Total Debt: $24.3 million
   Expendable Resources to Debt: 0.34x
   Expendable Resources to Operations: 0.09x
   Three-Year Average Operating Margin: -1.5%
   Reliance on Tuition and Auxiliary Revenues: 95.4%


HUDSON'S BAY: Repurchase Offer Prompts S&P to Withdraw BB- Rating
-----------------------------------------------------------------
Standard and Poor's Ratings Services withdrew its ratings,
including its 'BB-' corporate credit rating, on Toronto-based
Hudson's Bay Co.

The withdrawal follows HBC's April 11, 2006, announcement of the
completion of the tender offer to repurchase all of its CDN$120
million 7.5% unsecured MTNs due June 2007.  This offer completes
new owner Maple Leaf Heritage Investment's intention to redeem all
of HBC's debt obligations.  MLHI previously announced the
successful completion of its bid for HBC, whereby 85% of the
aggregate CDN$200 million principal amount of HBC's unsecured
subordinated debentures were tendered to MLHI, with the remainder
since redeemed.  The company's April 2006 CDN$160 million
debentures also have been repaid.


INTERSTATE BAKERIES: Expiration of DIP Facility L/C Extended
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, the Debtors disclose that they have entered into a
Sixth Amendment to the DIP Agreement with JPMorgan Chase Bank, as
administrative agent and collateral agent for the Lenders, on
March 29, 2006.

The parties have amended the DIP Agreement to provide the Debtors
with the ability to request the issuance or extension of the
expiration date of a letter of credit under the DIP Agreement to
a date not more than 365 days after September 22, 2006, so long
as the Debtors will deposit a certain amount of cash in a
specified account to cover their reimbursement obligations.

The Sixth Amendment extends certain waivers previously granted by
the Lenders to the Company that not only extend the date for
delivery of consolidated financial statements:

   (i) for Fiscal Years ending May 28, 2005, and June 3, 2006,
       until the date the annual financial statements are
       available; and

  (ii) for each of the first, second, and third quarters of
       Fiscal Year 2006 until the date the quarterly financial
       statements are available,

under the requirements of the DIP Agreement for those deliveries,
but also permit the financial statements and the accompanying
certifications for fiscal periods ending on or prior to
September 22, 2006, to be subject to adjustments and
qualifications related to pension matters and certain expense
allocations.

The Sixth Amendment also extends the date for delivery of the
budget update after the end of the third quarter of Fiscal Year
2006 under the DIP Agreement from April 18, 2006, to June 30,
2006.

The Sixth Amendment specifies that the updated budget will
include income statements, balance sheets, and cash flow
statements detailing, on a monthly and quarterly basis, the
Debtors' anticipated cash receipts and disbursements for the
Fiscal Year ending on June 2, 2007, and on a quarterly basis for
the subsequent fiscal year, and stating the anticipated uses of
bank financing during those periods.

A full-text copy of the Sixth Amendment is available for free at
http://ResearchArchives.com/t/s?83e

                    Challenge Deadline Extended

The Court further extends the deadline for the Debtors, the
Official Committee of Unsecured Creditors, the Official Committee
of Equity Security Holders and U.S. Bank National Association, as
indenture trustee, to file an adversary proceeding or contested
matter for claims challenging the extent, validity,
enforceability, perfection or priority of the Debtors'
prepetition obligations or the liens granted to the prepetition
secured lenders on the Prepetition Collateral through and
including September 22, 2006.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal, LLP, represents the Official Committee of
Equity Security Holders.  When the Debtors filed for protection
from their creditors, they listed $1,626,425,000 in total assets
and $1,321,713,000 (excluding the $100,000,000 issue of 6.0%
senior subordinated convertible notes due August 15, 2014, on
August 12, 2004) in total debts.  (Interstate Bakeries Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


INTEGRATED ELECTRICAL: Equity Panel Taps Giuliani as Advisor
------------------------------------------------------------
The Official Equity Holders Committee appointed in Integrated
Electrical Services, Inc., and its debtor-affiliates' chapter 11
cases asks the U.S. Bankruptcy Court for the Northern District of
Texas for permission to retain Giuliani Capital Advisors LLC as
its financial advisors, nunc pro tunc to Mar. 9, 2006.

Ronnie Kaplan, Committee chairman, notes that GCA and its
professionals have extensive experience, knowledge and resources
in the area of complex corporate restructuring.  The firm's
professionals have assisted and advised debtors, creditors, and
other parties-in-interest in the Chapter 11 cases of these
companies:

   (1) Musicland Holdings Corp.,
   (2) Delta Air Lines, Inc.,
   (3) US Airways, and
   (4) USG Corporation.

As financial advisors, GCA will:

   (a) advise the Equity Committee regarding the Debtors'
       business plans and financial projections;

   (b) advise the Equity Committee regarding financial
       information prepared by the Debtors;

   (c) advise the Equity Committee in preparing for, meeting
       with, and presenting information to interested parties and
       their respective advisors;

   (d) assist and advise the Equity Committee and its counsel in
       the development, evaluation and documentation of any plan
       of reorganization or strategic transaction, including
       developing, structuring and negotiating the terms and
       conditions of potential plans, financings or strategic
       transaction and the consideration that is to be provided
       to equity holders; and

   (e) provide testimony in Court.

Pursuant to the terms an Engagement Letter, commencing April 9,
2006, and on the ninth day of each following month, GCA will be
paid these monthly advisory fees for work performed during the
prior month:

     Period               Advisory Fee
     ------               ------------
     1st Month              $200,000
     2nd Month              $175,000
     Subsequent Months       $50,000

The monthly advisory fee will be prorated for any partial month
period that occurs as a result of the termination of the
Engagement Letter.  However, the minimum of all monthly advisory
fees will be $375,000.

In addition, Giuliani will also be paid for reasonable out-of-
pocket expenses incurred in connection with its activities under
the Engagement Letter, including reasonable attorneys' fees and
expenses.

Lewis W. Solimene, managing director at GCA, assures the Court
that the firm does not represent and does not hold any interest
adverse to the Debtors' estates or their creditors in the matters
upon which the firm is to be engaged.

                   About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is  
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq.,
at Weil, Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000. (Integrated Electrical Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc. 215/945-7000)


INTERFACE INC: Sells European Fabrics Biz for $28 Million in Cash
-----------------------------------------------------------------
Interface, Inc. (Nasdaq:IFSIA) sold its European fabrics division,
Camborne Holdings Limited, for approximately $28 million in cash.  
Proceeds from the sale will be used to pay down debt or reinvest
in the Company's other businesses.

The acquisition was led by the current management of Camborne,
with financing provided by Bank of Scotland.  For the full year
2005, the European fabrics division generated revenue of $62.8
million and operating income of $3.1 million, and had depreciation
and amortization of $1.5 million. As a result of the sale,
Interface will record an after-tax, non-cash write-down for the
impairment of goodwill of approximately $20 million in the first
quarter of 2006.

                North American Fabrics Biz Reform

In addition, the Company is taking actions to reduce operating
costs within its North American fabrics business.  Interface is
closing its East Douglas, Massachusetts manufacturing facility and
integrating those operations into its Elkin, North Carolina
manufacturing facility.  As a result, the Company will record an
after-tax restructuring charge in the first quarter of 2006 of
approximately $3.3 million related to severance costs.  The
Company expects the restructuring to result in operating savings
in 2006 of approximately $2 million, and $3.6 million annually
thereafter.

"We are pleased that we have been able to reach an agreement with
the management team of our European fabrics division for the sale
of that business," Daniel T. Hendrix, President and Chief
Executive Officer, commented.  "In 2005, we saw solid operating
improvements and growth within our North American fabrics
business, and continuing to increase sales and enhance the
profitability of this business remains an important part of our
strategy.  Overall, we feel the sale transaction and our
restructuring activity in North America allow for greater
financial flexibility."

Headquartered in Atlanta, Georgia, Interface, Inc. --
http://www.interfaceinc.com/-- is a recognized leader in the  
worldwide interiors market, offering floorcoverings and fabrics.  
The Company is committed to the goal of sustainability and doing
business in ways that minimize the impact on the environment while
enhancing shareholder value.  The Company is the world's largest
manufacturer of modular carpet under the Interface, InterfaceFLOR,
Heuga and Bentley Prince Street brands, and, through its Bentley
Prince Street brand, enjoys a leading position in the high
quality, designer-oriented segment of the broadloom carpet market.  
The Company is a leading producer of interior fabrics and
upholstery products, which it markets under the Guilford of Maine
and Chatham brands, and provides specialized fabric services
through its TekSolutions business.

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2006,
Moody's Investors Service affirmed the ratings of Interface, Inc.,
and changed the ratings outlook to positive from stable.  The
change in the outlook to positive reflects an expectation of
sustained improvement in operating margin and free cash flow
generation which should evidence the stability of Interface's
financial and operating recovery.  Moody's affirmed its B2 rating
on the company's $148 million 7.3% guaranteed senior unsecured
notes due 2008 and $175 million 10.375% guaranteed senior
unsecured notes due 2010.  Moody's also affirmed its Caa1 rating
on the company's $135 million 9.5% guaranteed senior subordinated
notes due 2014.  Moddy's said the outlook was positive.


J. CREW: Moody's Rates New $285 Million Senior Secured Loan at B2
-----------------------------------------------------------------
Moody's Investors Services upgraded J. Crew Group Inc.'s corporate
family rating to B2 and its senior discount debenture rating to
Caa1 with a positive outlook.  The upgrade recognizes the solid
improvement in J. Crew's performance that has resulted in an
overall improvement in credit metrics.  At the same time, Moody's
assigned J. Crew Operating Corp.'s new $285 million senior secured
term loan a B2 which replaces the previously proposed $295 million
term loan that was anticipated to have been closed simultaneously
with the company's expected IPO last fall; however, the company
subsequently decided to postpone the launch of its IPO.  The
rating action concludes the review for possible upgrade initiated
on Sept. 20, 2005.

The proceeds of the new $285 million senior secured term loan
along with excess cash will be used to retire the $22 million
13.125% Senior Discount Debentures due 2008 and to prepay the
unrated $275 million 9.75% senior subordinated notes.  The Caa1
rating of the senior discount debentures will be withdrawn upon
completion of their retirement which will also prompt moving the
B2 corporate family rating down to J. Crew Operating Corp.

The corporate family rating upgrade with a positive outlook
reflects J. Crew's strong operating performance over the past
several years which has led to healthy improvements in the
company's credit metrics; however, some of the credit metrics
continue to be weak due to the onerous terms of the existing
redeemable preferred stock which has created an arduous interest
expense burden and a debt heavy capital structure.  The rating is
also constrained by the company's operations being concentrated in
a high risk business segment; retail specialty apparel.  The
rating category continues to be supported by J. Crew's established
and differentiated lifestyle brand as well as its solid execution
of both the merchandise and shopping experience.

For J. Crew Group, Inc., these ratings are upgraded:

   * Corporate family rating to B2 from B3;
   * Senior discount notes to Caa1 from Caa2.

This rating is withdrawn:

   * $295 million senior secured term loan due 2012 at (P)Ba3.

For J. Crew Operating Corp., this rating was assigned:

   * $285 million senior secured term loan due 2013 at B2.

The rating outlook is positive.

Given the current positive outlook, it is unlikely that the
company's rating would be downgraded in the short or intermediate
term; however, the outlook could be stabilized should the
company's operating performance decline leading to a deterioration
in liquidity or Debt/EBITDA rise above 6.75x, or EBITA/IE approach
1.0x.

Ratings could be upgraded by one notch should operating
performance continue on its upward trend resulting in RCF/Net Debt
being sustained above 12%, Debt/EBITDA falling below 6.0x, and
EBITDA/IE being sustained above 1.5x.  In addition, ratings could
move up by two notches should the company successfully reduce
leverage via a recapitalization that eliminates the expensive
redeemable preferred and results in Debt/EBITDA falling below
5.0x, EBITA/IE climbing above 2.0x and RCF/Net Debt rising above
14%.

The senior secured term loan is rated at the same level as the
corporate family rating given its preponderance in the debt
structure.  The senior secured term loan will have a first lien on
all the assets of the company excluding accounts receivable,
inventory, and property and equipment.  It will have a second lien
on those assets behind the $170 million asset based revolver which
is currently unrated.  Concurrent with the new term loan facility,
the asset based revolving credit facility will be amended to allow
for the sharing of the collateral package.

J. Crew Group, Inc., headquartered in New York, N.Y., is a multi-
channel apparel retailer who operates 159 retail stores, 44
factory outlet stores, a catalogue, and website under the name J.
Crew. Revenues for the LTM period ended Oct. 29, 2005 were
approximately $910 million.


J.A. JONES: Joint Venture Holds $10MM Unsec. Claim v. BCH Energy
----------------------------------------------------------------
Carroll Services, LLC, the liquidation trustee for the chapter 11
cases of J.A. Jones, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Western District of North Carolina to
approve a stipulation it signed with:

   * Michael B. Joseph, Chapter 7 Trustee for the bankruptcy
     estate of BCH Energy, Limited Partnership;

   * Bank of Tokyo-Mitsubishi, Ltd. New York Branch;

   * Bayerische Vereinsbank AG, New York Branch;

   * Credit Suisse First Boston, New York Branch;

   * Dai-Ichi Kango Bank, Limited, New York Branch;

   * J.A. Jones Construction Company, as successor to
     Metric/Kvaerner Fayetteville, a Joint Venture of Metric
     Constructors, Inc., and Kvaerner EnviroPower, Inc., and
     Carroll Services as the Debtors' liquidation trustee.

Pursuant to the stipulation, Jones Construction will hold a
$10 million allowed general unsecured claim against the BCH
estate.  On the final distribution of BCH estate funds to
creditors, payment on account of this stipulated claim amount will
be made to the escrow account of the law firm of Ashby & Geddes,
counsel to Jones Construction, for the benefit of the Liquidation
Trustee to disburse to Deutsche Bank AG, New York Branch, as agent
for itself, Bayerische Landesbank Girozentrale, New York Branch,
and DZ Bank AG.

The Banks agree that they will not assert any security interest in
the funds remaining in the BCH estate.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the United States Bankruptcy Court
for the Western District of North Carolina approved the Third
Amended and Restated Joint Plan of Liquidation of J.A. Jones and
certain of its debtor-subsidiaries.  The Plan took effect on
Sept. 28, 2004.


JPMORGAN-CIBC: S&P Puts Low-B Ratings on Four New Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to JPMorgan-CIBC Commercial Mortgaged-Backed Securities
Trust 2006-RR1's $523.9 million commercial mortgage-backed
securities pass-through certificates series 2006-RR1.
     
The preliminary ratings are based on information as of April 24,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 83 classes of
pass-through certificates taken from 53 CMBS transactions.
     
Preliminary ratings assigned:

JPMorgan-CIBC Commercial Mortgaged-Backed Securities Trust 2006-
RR1
       
                            Preliminary     Recommended credit
     Class      Rating         amount            support
     -----      ------      -----------     ------------------
     A-1        AAA        $340,539,000          35.000%
     A-2        AAA         $90,374,000          17.750%
     B          AA          $27,505,000          12.500%
     C          A           $17,027,000           9.250%
     D          A-           $5,894,000           8.125%
     E          BBB+         $5,894,000           7.000%
     F          BBB          $6,548,000           5.750%
     G          BBB-         $7,204,000           4.375%
     H          BB+          $9,168,000           2.625%
     J          BB           $5,894,000           1.500%
     K          BB-          $3,275,000           0.875%
     L          B-           $4,584,500           0.000%


KRATON POLYMERS: Moody's Rates Proposed $365 Mil. Term Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to KRATON Polymers
LLC's proposed senior secured $365 million term loan due 2013.  A
new corporate family rating of B1 was also assigned to KRATON.
KRATON's existing ratings on its credit facility were affirmed.
The rating on KRATON's senior subordinated notes due 2014 were
upgraded to B3.  Proceeds from the new term loan are to be used to
refinance the 12% senior discount notes due 2014 currently at
Polymer Holdings LLC as well as KRATON's existing term loan due
2010.  PHL is the parent holding company for KRATON.  The rating
outlook remains stable.

The improvement in the corporate family rating to B1 reflects
management's demonstrated ability to generate growth in revenues
and improved cash flow.  Moody's believes that new management has
been effective in 2005 in a number of initiatives including
improving product prices, reducing inventory, cutting costs and
improving operations.  The improvement in these areas resulted in
materially improved 2005 credit metrics and the prospect of
continued improvement in the coming years.  The notching of
KRATON's new senior secured credit facility at the level of the
new corporate family rating reflects the significant portion of
secured debt in the capital structure and Moody's belief that in a
distressed situation, the collateral may not cover amounts
outstanding under the credit facilities as a portion of the
company's assets reside outside of North America.

Moody's previous rating action on KRATON and PHL was the downgrade
to B2 from B1 of the corporate family rating along with the
assignment of a Caa2 rating on PHL's senior discount notes on the
19th of October 2004.

Ratings Assigned:

   KRATON Polymers LLC
   * Guaranteed senior secured term loan, $365 million
     due 2013 -- B1
   * Corporate Family Rating -- B1

Ratings Upgraded:

   KRATON Polymers LLC
   * Guaranteed senior subordinated notes, $200 million due 2014
     -- to B3 from Caa1

Ratings Affirmed:

   KRATON Polymers LLC
   * Guaranteed senior secured revolver, $60 million
     due 2008 -- B1
   * Guaranteed senior secured term loan, $263 million
     due 2010 -- B1

   Polymer Holdings LLC.
   * Corporate Family Rating -- B2
   * Senior Discount Notes due 2014 -- Caa2

Polymer Holdings LLC, headquartered in Houston, Texas, is a
leading global producer of styrenic block copolymers, or SBCs,
which are synthetic elastomers used in industrial and consumer
applications to impart favorable product characteristics such as
flexibility, resilience, strength, durability and processability.
The company generated revenues of $976 million for the year ended
Dec. 31, 2005.


KRATON POLYMERS: Offers to Buy $150 Mil. of 12% Sr. Discount Notes
------------------------------------------------------------------
Polymer Holdings LLC and its wholly owned subsidiary, Kraton
Polymers LLC, commenced a cash tender offer for any and all of the
outstanding $150,000,000 aggregate principal amount at maturity of
the 12.000% Senior Discount Notes (CUSIP Number: 731753AB5)
previously issued by Holdings and Polymer Holdings Capital
Corporation, on the terms and subject to the conditions set forth
in their Offer to Purchase and Consent Solicitation Statement
dated April 24, 2006.

The Companies are also soliciting consents for amendments to the
indenture under which the Notes were issued.

The Proposed Amendments include elimination of substantially all
of the restrictive covenants, certain events of default and
certain other provisions contained in the Indenture.  Holders
tendering their Notes will be required to consent to the proposed
amendments and holders consenting to the amendments will be
required to tender their Notes.  Consummation of the Offer is
subject to the satisfaction of a number of conditions, including,
among others, receipt of consents from holders of a majority in
principal amount at maturity of the outstanding Notes and the
consummation of a refinancing by Kraton, whereby Kraton's existing
term loan facility will be amended to provide for, among other
things, a new $365 million term loan facility, resulting in an
increase of approximately $103 million in its senior secured debt.

The Companies are planning to fund the purchase of the Notes with
proceeds from the Kraton Refinancing and existing cash balances.  
The Notes effectively rank junior to all existing and future debt
of Kraton; therefore, the increase in Kraton's senior secured debt
will reduce the amount of assets available to holders of notes in
the event of a liquidation or reorganization of Kraton.

The Offer will expire at 9:00 a.m., New York City time, on May 22,
2006, unless extended or earlier terminated by the Companies.  
The consent solicitation will expire at 5:00 p.m., New York City
time, on May 5, 2006, unless extended by the Companies.  Holders
of Notes must tender their Notes prior to the Consent Payment
Deadline to receive the total consideration, which will be $860
for each $1,000 principal amount at maturity of the Notes accepted
for payment.  Holders of Notes must tender their Notes at or prior
to the Expiration Time to receive the tender offer consideration,
which will be $810 for each $1,000 principal amount at maturity of
the Notes accepted for payment.  The total consideration is the
sum of the tender offer consideration plus a consent payment of
$50 per $1,000 principal amount at maturity of Notes accepted for
payment. Prior to satisfaction of the conditions to the Offer, the
Companies may amend, extend or terminate the tender offer and
consent solicitation at any time without making payments with
respect thereto.

Notes and related consents may be withdrawn prior to the time when
the Companies receive the Requisite Consents and execute a
supplemental indenture implementing the amendments.  Notes may not
be withdrawn after the Withdrawal Deadline.

On, or on a date promptly following, the receipt by the Companies
of the Requisite Consents and satisfaction or waiver of certain
conditions, the Companies will accept all Notes validly tendered
and not validly withdrawn prior to the Consent Payment Deadline
and holders of Notes so tendered and not withdrawn will receive
the total consideration for Notes so tendered and not withdrawn.  
On, or on a date promptly following the Expiration Time unless
extended by the Companies, the Companies will accept all Notes
validly tendered and not validly withdrawn after the Consent
Payment Deadline but prior to the Expiration Time, and holders of
Notes so tendered and not withdrawn will receive the tender offer
consideration.

Questions regarding the transaction should be directed to the
dealer manager for the Offer:

     Goldman, Sachs & Co.
     Telephone (212) 357-7867
     Toll Free (800) 828-3182

Request for documents should be directed to the Information Agent

     Global Bondholder Services Corporation
     65 Broadway, Suite 704
     New York, NY 10006
     Telephone (212) 430-3774 (banks and brokerage firms)
     Toll Free (866) 470-3800

                About Kraton and Polymer Holdings

Houston, Texas-based Kraton Polymers LLC -- http://www.kraton.com/
-- is a premier, global specialty chemicals company and is the
world's largest producer of styrenic block copolymers, a family of
products whose chemistry was pioneered by Kraton over forty years
ago.  SBCs are highly engineered synthetic elastomers, which
enhance the performance of products by delivering a variety of
attributes, including greater flexibility, resilience, strength,
durability and processability.  Kraton polymers are used in a wide
range of applications including road and roofing materials,
numerous consumer products (diapers, tool handles, toothbrushes),
tapes, labels, medical applications, packaging, automotive and
footwear products.  Kraton has the leading position in nearly all
of its core markets and is the only producer of SBCs with global
manufacturing capability.  Its production facilities are located
in the United States, The Netherlands, Germany, France, Brazil,
and Japan.

Polymer Holdings LLC is the parent company of Kraton Polymers LLC
and has no material assets other than its investment in Kraton
Polymers LLC.


LINCOLN HEALTH: 2005 Losses Prompt Moody's to Cut Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded Lincoln Health System's bond
rating to Ba1 from Baa3, affecting $12.1 million of Series 1998
Hospital Revenue and Refunding Bonds issued through the Louisiana
Public Facilities Authority.  LHS also has approximately $7
million of parity outstanding debt, including the Series 2002D
Taxable Revenue Bonds and the Series 2003A Equipment and Capital
Facilities Pool Program bonds that are not rated by Moody's.  The
outlook is revised to stable from negative at the lower rating
level.

The downgrade reflects greater than anticipated losses in fiscal
year 2005 combined with the continued deterioration of the
organization's liquidity position resulting from increased
competitive pressures, which has fundamentally weakened the credit
profile of the organization.

Legal Security: The bonds are secured by the gross revenues of
                LHS as defined in the bond documents.

Interest Rate Derivatives: None

Strengths:

   * Relatively stable inpatient utilization despite increased
     competitive pressures

   * Leading market share as the only full-service hospital in
     Ruston

   * Adequate, albeit weaker, liquidity position with 84 days
     cash on hand reported at fiscal year end 2005

   * Signs of operating stabilization detected through profitable
     monthly performance with steady improvement since January
     2006, although year-to-date results show operating losses
     for the fourth consecutive year

Challenges:

   * Increased competitive pressures from the opening of a 10-bed
     specialty hospital in 2003, owned in part by a large
     medical group

   * Prolonged operating difficulties with greater than
     anticipated operating losses reported in FY 2005 and
     expectations for another weak year in FY 2006 despite signs
     of monthly improvement

   * Decline in liquidity with cash on hand falling from a 148
     days at FYE 2003 to 84 days at FYE 2005

   * Weakened debt measures given poor operating performance and
     reduced liquidity, resulting in technical default of the
     rate covenant requirement in FY 2005

   * Relative small size with high dependence on a large
     physician group

Recent Developments/Results:

LHS reported an operating loss of $8.0 million and negative cash
flow in FY 2005, significantly weaker than what had been
previously anticipated for the organization.  As a result, LHS was
unable to meet its bond rate covenant which required a 1.2 times
debt service coverage ratio, and has engaged consultants to
recommend and help implement corrective measures to stabilize
operations.

The large losses were driven by changes in the organization's
payer mix and service mix as a result of increased competitive
pressures from the opening of a 10-bed specialty hospital in
October 2003.  While inpatient admissions have not declined
significantly, surgical volume, which tends to be of higher acuity
level, declined 34% over the past two fiscal years and has been
replaced with lower acuity medical admissions.  At the same time,
payer mix shifts, including a decline in Medicare and an increase
in Medicaid has negatively impacted net patient revenues.

LHS was able to offset the financial impact of these changes in FY
2004 with higher Medicare reimbursement through geographic
reclassification to the Shreveport metropolitan area, a higher
disproportionate share payment, and cost reductions.  Losses
increased to $8 million in FY 2005from a $282,000 loss in FY 2004
due the continued unfavorable shift in the payer mix resulting in
higher levels of uncompensated care and charity care, increased
staffing levels in 2005 compared to 2004, market adjustment for
salaries to remain competitive, and an increase in bad debt
expense to write-off aging accounts receivables.

Management has implemented corrective measures to reduce losses
and stabilize operations in FY 2006.  As of December 2005, LHS
reduced expenses through staffing reductions of approximately 100
full time equivalents and other budgetary cuts, successfully
renegotiated the organization's largest non-governmental payer
contract to increase reimbursement, and curtailed capital spending
to maintain liquidity levels.

Management is currently undertaking a review of its service lines
and programs while continuing to focus on physician recruitment to
bolster volume and revenues.  The organization is implementing
changes to adjust its cost structure in reaction to competitive
pressures which have reduced revenues.  As these initiatives have
been implemented, financial performance has improved with
management reporting profitable and improving monthly performance
in the second quarter of FY 2006.  Through the first half of the
year, LHS reported an operating loss of $324,000 compared to the
prior year's loss of $1.3 million for the same period.  Management
believes LHS will significantly reduce losses as corrective
measures take hold with a budgeted loss of $2.3 million in FY
2006.

As a result of the large operating losses, LHS' liquidity position
declined to $12.9 million at FYE 2005, or 84 days cash on hand,
from $14.8 million, or 104 days, at FYE 2004, representing a
significant departure from historically good liquidity levels that
averaged 144 days.  Through March 31, 2005, unrestricted cash and
investments increased to $13.8 million, or 95 days cash on hand,
with positive cash flow generation and curtailment of capital
spending.  Although LHS maintains an adequate level of liquidity,
we believe the weakened liquidity position combined with operating
challenges, weak debt protection measures, and increased
competitive pressures increases the risk profile of the
organization.

With total outstanding debt of $20.8 million at FYE 2005, debt
measures remain stressed.  Based on the 2006 budget, debt-to-cash
flow is high at 8.4 times, although maximum annual debt service
coverage improves to 2.9 times.  As a result of the liquidity
decline, cash-to-debt is weak at 67% as of March 31, 2006.

Outlook:

The outlook is revised to stable from negative and reflects
management's corrective measures to stabilize operating
performance which we believe is starting to take hold as evidenced
by reduced losses in FY 2006 and second quarter's progress to
restore profitable operating performance.  The hospital's current
liquidity position, though reduced, provides additional support
during period of operating difficulty.

What could change the rating up: A significant improvement in
   operating performance that results in higher levels of cash
   flow that is sustainable and improvement in liquidity position

What could change the rating down: Failure to improve operations
   resulting in continued large losses or further deterioration
   of financial performance; further decline in liquidity levels;
   an increase in debt without commensurate growth in cash flow
   or liquidity

Key Indicators:

   -- Based on financial statements for Lincoln Health System,
      Inc. dba Lincoln General Hospital

   -- First number reflects audit year ended Sept. 30, 2004

   -- Second number reflects audit year ended Sept. 30, 2005

   -- Investment returns normalized at 6%

   * Inpatient admissions: 5,964; 5,972

   * Total operating revenues: $55.5 million; $52.4 million

   * Moody's-adjusted net revenue available for debt service:
     $5.2 million; ($2.4) million

   * Total debt outstanding: $21.3 million; $20.8 million

   * Maximum annual debt service: $1.2 million; $1.2 million

   * MADS Coverage with reported investment income: 3.8 times;
     (2.2) times

   * Moody's-adjusted MADS Coverage with normalized investment
     income: 4.2 times; (1.9) times

   * Debt-to-cash flow: 4.8 times; (6.4) times

   * Days cash on hand: 104 days; 84 days

   * Cash-to-debt: 70%; 62%

   * Operating margin: (0.5%); (15.4%)

   * Operating cash flow margin: 7.7; (6.1%)


MARINER ENERGY: Completes 7-1/2% Sr. Unsecured Notes' Placement
---------------------------------------------------------------
Mariner Energy, Inc. (NYSE:ME) completed the placement of $300
million of its 7-1/2% senior unsecured notes due 2013, priced to
yield 7.75% to maturity.  Net proceeds from the issuance were used
to repay debt under Mariner's secured bank credit facility.

                  About Mariner Energy, Inc.

Headquartered in Houston, Texas, Mariner Energy, Inc. --
http://www.mariner-energy.com/-- is an independent oil and gas
exploration, development and production company with principal
operations in the Gulf of Mexico and the Permian Basin in West
Texas.  As of March 31, 2006, Mariner had 86,100,994 shares of
common stock issued and outstanding.

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2006
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent exploration and production company
Mariner Energy Inc.  At the same time, Standard & Poor's assigned
its 'B-' senior unsecured debt rating to Mariner's proposed $250
million senior unsecured notes due 2013.  Proceeds from the notes
will be used to repay outstanding borrowings on Mariner's credit
facility.  The outlook is stable.


MECACHROME INT'L: Expansion Plan Cues Moody's to Lower Ratings
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Mecachrome
International Inc.'s proposed EUR145 million senior secured credit
facilities, and a Caa1 rating to the company's proposed EUR175
million senior subordinated notes.  Moody's also assigned a
Corporate Family Rating of B2, and a Speculative Grade Liquidity
Rating of SGL-3.  The rating outlook is stable.

The ratings reflect Mecachrome's relatively small revenue base,
high leverage, adequate liquidity, and the risks associated with
planned expansion of Mecachrome's operating scope.  Mecachrome
will require significant capital investment to meet rapidly
growing demand for the company's products by OEM aerospace
customers, yet with near term free cash flow expected to be
negative, debt levels will increase.  Credit metrics should
stabilize or improve once the investment phase is completed, but
will remain consistent with the B2 Corporate Family Rating.  The
ratings positively consider the diversity of Mecachrome's revenue,
the competitive protection provided to the company owing to the
critical nature of the products the company provides to its
customers, a substantial backlog with key customers, and the
company's long operating history.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
estimation of an adequate liquidity profile over the forward
12-months period.  The company is expected to generate negative
free cash flow over the near term, owing to increased working
capital and capital expenditure investments necessary to service
supply contracts with key aircraft manufacturers, with only modest
cash balances anticipated over this period.  Moody's believes that
the new EUR75 million revolving credit facility will be sufficient
to cover all but large unexpected calls on cash that may arise
from working capital or CAPEX requirements, and that the company
will be in compliance with covenant levels prescribed by terms of
the new facilities.

The stable ratings outlook reflects Moody's expectations that
Mecachrome's relatively stable European business will support an
expansion of business in the North American aerospace market.
Moody's anticipates that Mecachrome will consume cash in 2006 as
it invests in new supplier programs, returning to positive free
cash flow generation in 2007 and beyond, enabling the company to
modestly reduce debt levels on a regular basis thereafter.

Ratings or their outlook could be subject to downward pressure if
free cash flow remains negative into 2007 or if retained cash flow
falls below 5% of total debt.  Additionally, ratings may be
revised downward if revenue growth does not materialize as
planned, or if debt is increased for any reason, such that
leverage increases to over 6 times or if EBIT/Interest falls below
1 time.  Conversely, the ratings or their outlook may be revised
upward if leverage falls below 4.5 times and interest coverage
exceeded 1.7 times, while the company demonstrates positive free
cash flow generation in excess of 8% of debt for a sustained
period.

The B1 rating assigned to the EUR145 million senior secured credit
facilities, one notch above the CFR, reflects the priority in
claim that this class of debt has over a substantial amount of
junior debt.  These facilities are secured on a first lien basis
by all of the company's assets, which have an estimated book value
of about EUR363 million as of December 2005.

The majority of the company's asset base is represented by fixed
assets, accounts receivable and inventory, and Moody's believes
there is ample collateral coverage to these facilities.  However,
Moody's notes that this level of coverage may not be as robust
under a distressed valuation scenario.  The Caa1 rating assigned
to the EUR175 million senior subordinated notes, two notches below
the CFR, reflect their junior claim positioning behind all of the
company's existing and future senior debt, including the new
senior secured facilities, as well as the lack of perceived asset
coverage available to these notes in a distressed liquidation
scenario, implying a potentially substantial loss in a default
situation.

Assignments:

   Issuer: Mecachrome International Inc.

   * Corporate Family Rating, Assigned B2
   * Speculative Grade Liquidity Rating, Assigned SGL-3
   * Senior Secured Bank Credit Facility, Assigned B1
   * Senior Subordinated Regular Bond/Debenture, Assigned Caa1

Mecachrome International Inc., headquartered in Montreal, Quebec,
Canada, with substantial operations in France, is a designer,
manufacturer and assembler of precision-engineered industrial
components for the automotive and aerospace industries.


METRO ONE: Recurring Losses Prompt Deloitte's Going Concern Doubt
-----------------------------------------------------------------
Metro One Telecommunications, Inc. (Nasdaq: INFO), in compliance
with Nasdaq Marketplace Rule 4350(1)(B), reported that the
Company's independent registered public accounting firm, Deloitte
& Touche LLP, included a going concern explanatory paragraph in
its report on the Company's consolidated financial statements as
of and for the fiscal year ended Dec. 31, 2005.  The qualification
was included as a result of the Company's recurring losses from
operations and loss of significant customers.

The Company has experienced net losses in each of the quarterly
and annual periods since the first quarter of 2003.  In the year
ended Dec. 31, 2005, the Company incurred a loss of $39.8 million.  
At Dec. 31, 2005, the Company had working capital of approximately
$26.6 million.

The Company's unrestricted cash balances at Dec. 31, 2005 were
approximately $17.8 million.  These cash balances may not be
sufficient to fund operating and other expenses for the next
twelve months or until the Company reaches profitability.

A limited number of customers account for a large percentage of
the Company's continuing revenues.  In 2005, Nextel Communications
and ALLTEL Communications accounted for nearly 83% of the
Company's revenues and both of these customers have transitioned
their calls away from the Company as of the date of April 19,
2006.  Some of the Company's other contracts are non-exclusive,
contain performance and other standards, and call volume may be
transferred to alternative providers within the terms of the
agreements.  If the Company fails to extend or replace these
contracts, or other contracts are terminated prior to their
expiration, the Company could be adversely affected.

A full-text copy of the Company's Annual Report in Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?844

               About Metro One Telecommunications

Based in Portland, Oregon, Metro One Telecommunications, Inc. --
http://www.metro1.com/-- is a developer and provider of Enhanced  
Directory Assistance and other enhanced telecom services.  The
Company operates call centers in the United States.  Metro One
handled approximately 231 million requests for information in
2005.


ORBITAL SCIENCES: Earns $8.8 Million in First Quarter of 2006
-------------------------------------------------------------
Orbital Sciences Corporation (NYSE: ORB) disclosed its financial
results for the first quarter of 2006.  Orbital's first quarter
revenues increased 15% to $192.1 million in 2006, compared to
$167.1 million in 2005.  The company's first quarter operating
income rose 30% to $15.9 million in 2006, as compared to
$12.2 million in 2005.

First quarter net income increased 43% to $8.8 million in 2006,
compared to $6.2 million in 2005.  Orbital reported first quarter
2006 free cash flow of $22.6 million compared to free cash flow of
$5.1 million a year ago.

Commenting on Orbital's first quarter 2006 results, Mr. David W.
Thompson, Chairman and Chief Executive Officer, said, "The company
started the year with exceptional financial performance.  Our
satellite segment led the way with large increases in
communications satellite revenues and operating profit, while our
launch vehicles segment continued its solid performance."  He
added, "With these operating results, together with the strong
cash flow and good new business levels generated in the first
quarter, we continue to be very optimistic about Orbital's outlook
for 2006."

Orbital's first quarter 2006 revenues were $192.1 million, up 15%
over first quarter 2005 revenues of $167.1 million.  This increase
was primarily due to a 30% increase in satellites and related
space systems segment revenues that was driven by growth in the
communications satellites product line related to progress on
several new satellite contracts awarded in 2005.  The growth in
communications satellites revenues was offset partially by a
revenue decrease in the science, technology and defense satellites
product line due to the substantial completion of a satellite in
the first quarter of 2006.  Launch vehicles segment revenues
decreased marginally due to lower revenues from the target vehicle
and space launch vehicle product lines, partially offset by
slightly higher interceptor launch vehicles product line revenues.
Transportation management systems segment revenues increased 12%
largely driven by work on several new contracts started in 2005.

Orbital reported operating income of $15.9 million in the first
quarter of 2006, up 30% over the first quarter of 2005.  This
increase was due to significantly higher operating income in the
satellites and related space systems segment driven by growth in
the communications satellites product line related to several new
satellite contracts started in 2005.  The improvement in
communications satellite operating income was partially offset by
an operating income decrease in the science, technology and
defense satellites product line, consistent with the revenue
decline in this product line.  Operating income in the launch
vehicles and transportation management segments remained constant
quarter-over-quarter.

                   Cash Flow and Balance Sheet

The company reported free cash flow of $22.6 million for the
first quarter of 2006.  Orbital's unrestricted cash balance was
$180.6 million as of March 31, 2006.  Orbital repurchased
approximately 550,000 shares of its common stock for $7.9 million
in the first quarter as part of the company's 12-month $50 million
securities repurchase program started last year.

                 2006 Financial Guidance Update

The company indicated that it continues to anticipate full year
2006 revenues to be in the $760 to $780 million range and
operating income margin in the 7.75% to 8.25% range.  The company
expects to generate $60 to $65 million in free cash flow for 2006,
a $5 million increase over prior guidance.

Orbital Sciences Corporation develops and manufactures small space
and rocket systems for commercial, military and civil government
customers.  The company's primary products are satellites and
launch vehicles, including low-orbit, geosynchronous and planetary
spacecraft for communications, remote sensing, scientific and
defense missions; ground- and air-launched rockets that deliver
satellites into orbit; and missile defense systems that are used
as interceptor and target vehicles.  Orbital also offers space-
related technical services to government agencies and develops and
builds satellite-based transportation management systems for
public transit agencies and private vehicle fleet operators.

                         *     *     *

Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Orbital Sciences Corp. in
July 2005.  S&P revised its outlook to positive from stable.  


ORIS AUTOMOTIVE: Wants Access to $6 Million DIP Financing
---------------------------------------------------------
Oris Automotive Parts Alabama, Ltd., asks the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to
obtain financing of up to $6 million from Regions Bank and
Mercedes-Benz U.S. International, Inc.

Clark R. Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP,
in Birmingham, Alabama, tells the Court the Debtor needs funds to
continue operating its business.  The Debtor does not currently
have sufficient available sources of working capital.  The
Debtor's prepetition lenders Oris Germany, its parent company, and
AmSouth Bank won't provide funding anymore.  

The proposed debtor-in-possession financing matures on Nov. 30,
2006, if no supervening event will occur before that.  The
proposed lenders will have superpriority lien on all of the
Debtor's assets to secure the loan.  The financing is subject to a
carve-out to allow the payment of professionals hired during the
bankruptcy process.

The DIP Lenders also require the Debtor to hire Peter W. Colmer as
its Chief Restructuring Officer, and to endow him with authority
as would normally be held by the president, board chairman or
chief executive officer of a corporation.

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/english/-- manufactures   
automotive parts.  The company filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. N.D. Ala. Case No. 06-00813).  Clark R.
Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million to $10 million and debts between
$10 million to $50 million.


PERFORMANCE TRANSPORTATION: Wants Court to Clarify Insurance Order
------------------------------------------------------------------
On April 1, 2006, Performance Transportation Services, Inc., and
its debtor-affiliates entered into new insurance policies, Sven T.
Nylen, Esq., at Kirkland & Ellis, LLP, in Chicago, Illinois,
relates.  The Debtors are currently in the process of entering
into two new Premium Financing Agreements with AFCO Credit
Corporation Order.

Pursuant to an order dated Feb. 15, 2006, the U.S. Bankruptcy
Court for the Western District of New York authorized the Debtors
to:

   a. maintain postpetition financing of insurance premiums
      and its renewals; and

   b. pay prepetition premiums necessary to maintain insurance
      coverage in current effect.

The Debtors believe the February 26 Insurance Order authorizes
them to enter into the New PFAs and provides AFCO with appropriate
assurances of the enforceability of the customary terms.  

However, AFCO requires the Debtors to obtain an order clarifying
the Insurance Order.  Specifically, AFCO wants a Clarification
Order explicitly providing that:

   * AFCO is granted a first and only priority security interest
     in:

        (i) any and all unearned premiums and dividends which may
            become payable under the financed insurance policies
            for whatever reason; and

       (ii) loss payments that reduce the unearned premiums,
            subject to any mortgagee or loss payee interests.

   * The Debtors are directed to pay AFCO all sums due pursuant
     to the New PFAs.

   * The full rights of AFCO pursuant to the New PFAs and
     controlling state law are fully preserved and protected, and
     are and will remain unimpaired by the pendency of the
     Debtors' Chapter 11 cases or any subsequent conversion to
     Chapter 7 or any subsequent appointment of a trustee.

   * In the event that the Debtors default on the terms of the
     New PFAs, AFCO may exercise rights as it may otherwise have
     under state law, but for the pendency of the Debtors'
     Chapter 11 cases and, without the necessity of further
     application to the Court, cancel all insurance policies
     listed on the New PFAs, and receive and apply all unearned
     insurance premiums to the account of the Debtors.  In the
     event that, after the application of unearned premiums, any
     sums still remain due to AFCO pursuant to the New PFAs, the
     deficiency will be deemed an administrative expense of the
     estate.

Though the Debtors believe that the Insurance Order provides AFCO
appropriate assurances, out of an abundance of caution, the
Debtors ask Judge Kaplan to clarify that the Insurance Order to
expressly address AFCO's concerns.

According to Mr. Nylen, the Debtors' new insurance policies bear
total premiums of approximately $4,500,000, which must be paid by
April 30, 2006, or else the policies will lapse.  The Debtors want
to finance the premiums and have been unable to locate any other
financing source other than the proposed New PFAs.

                 About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest      
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PERFORMANCE TRANSPORTATION: Taps Alvarez & Marsal as Managers
-------------------------------------------------------------
On Feb. 22, 2006, The U.S. Bankruptcy Court for the Western
District of New York authorized Performance Transportation
Services, Inc., and its debtor-affiliates to obtain DIP financing
with Credit Suisse, Cayman Islands Branch.  The DIP Financing
requires the Debtors to retain a chief restructuring officer
acceptable to the Administrative Agent.

In connection with the CRO requirement, the Debtors consulted
with both the DIP Agent and the Official Committee of Unsecured
Creditors for potential candidates.  The Debtors also interviewed
several CRO candidates from various professional firms.  At the
conclusion of the interview process and after due consideration
of the qualifications and attributes of each candidate, the
Debtors' Board of Directors decided to retain Timothy G. Skillman
of Alvarez & Marsal, LLC, as CRO.  The Debtors believe that the
selection of Mr. Skillman as CRO is acceptable to the DIP Agent.

Pursuant to Section 363(b) of the Bankruptcy Code, the Debtors
seek the Court's authority to appoint Mr. Skillman as their CRO.

Under the terms of a postpetition engagement letter between the
Debtors and Alvarez & Marsal dated March 13, 2006, the CRO will:

   a. work with the Debtors' management to perform a financial
      review of the Debtors, including a review and assessment of
      financial information that has been, and will be, provided
      to the creditors;

   b. undertake an analysis of the Debtors' major customer
      contracts and collective bargaining agreements, and, if
      necessary, have primary responsibility for negotiating any
      modifications and resulting managing disputes;

   c. assist the Debtors' management with the development of
      possible restructuring plans or strategic alternatives for
      maximizing the enterprise value of the Debtors' business    
      lines;

   d. work with the Debtors' management to assess operations
      and explore potential for implementing operational
      improvements;

   e. assist the Debtors with their efforts to reduce liabilities
      relating to workers' compensation insurance; and

   f. provide other services as requested by the respective
      boards of directors of the Debtors and agreed to by the
      CRO.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,  
assures the Court that the CRO's services will not be duplicative
of any other professionals during the Debtors' Chapter 11 cases,
including those provided by FTI Consulting, Inc.  In particular,
Mr. Graber says, FTI will continue to serve as financial advisor
to the Debtors and will assist the CRO just as it has assisted
other senior officers of the Debtors.

Mr. Skillman will be assisted by Janice Murray and other Alvarez
personnel as are necessary to carry out the CRO's duties.

The Debtors agree to pay Alvarez a $90,000 flat monthly fee for
the services provided by the CRO and the Additional Officers.  In
addition, Alvarez will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Debtors'
Chapter 11 cases.

The Engagement Letter also provides that the Debtors will
indemnify and hold harmless the CRO and the Additional Officers
to the same extent as the most favorable indemnification the
Debtors extend to their officers or directors.  No reduction in
or termination of the benefits provided under any indemnities
will affect the benefits provided to the CRO and the Additional
Officers.

Additionally, the CRO and each Additional Officer will be covered
as an officer under the Debtors' existing director and officer
liability insurance policy.

To the extent that the Debtors maintains director and officer
liability insurance policies, if any, during the two-year period
following the date of the termination of the CRO's and Additional
Officers' services, the Debtors will also maintain any insurance
coverage for the CRO and each Additional Officer for that two-
year period.

The Indemnification Provisions is subject to these limitations:

   a. The Debtors will have no obligation to indemnify Alvarez,
      or to provide the firm contribution or reimbursement for
      any losses, damages, liabilities or expenses that are:

         -- finally judicially determined to have resulted from;
            or

         -- agreed by Alvarez to have resulted from, the reckless
            or willful misconduct, gross negligence, breach of
            fiduciary duty, bad faith or self-dealing of Alvarez;
            and

   b. If, before the earlier of (i) the entry of an order
      confirming a plan of reorganization and (ii) the entry of
      an order closing the Debtors' Chapter 11 cases, Alvarez
      believes that it is entitled to the payment of any amounts
      by the Debtors on account of their indemnification,
      contribution or reimbursement obligations, Alvarez must
      file an application with the Court, and the Debtors may not
      pay any amounts to Alvarez before the Court approves the
      payment.

Mr. Skillman, a managing director at Alvarez, specializes in
developing and implementing turnaround strategies for retailers
and manufacturing, distribution and financial services companies.

Janice Murray is a director at Alvarez.

Mr. Skillman ascertains that Alvarez:

   a. has no connection with the Debtors, their creditors or
      other parties-in-interest in the Debtors' Chapter 11 cases;

   b. does not hold any interest adverse to the Debtors' estates;
      and

   c. is a "disinterested person" as defined by Section 101(14)
      of the Bankruptcy Code.

                 About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest      
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PERFORMANCE TRANSPORTATION: Amends Credit Suisse DIP Loan Deal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to enter into the Second Amended DIP Credit
Agreement with Credit Suisse, Cayman Islands Branch, as
administrative agent for a consortium of lenders.  The amendment  
increases the maximum credit allowed under the original DIP
agreement.

                 Second Amendment Justification

For the Debtors to operate in accordance with state laws, they
must maintain appropriate insurance coverage.

Certain of the Debtors' insurance policies, including their
general liability insurance, workers' compensation insurance and
automobile insurance, expired on April 1, 2006, Sven T. Nylen,
Esq., at Kirkland & Ellis, LLP, in Chicago, Illinois, relates.  
Before the expiration of the policies, the Debtors' insurance
brokers negotiated in good faith with several insurance
companies.  

Among the offers received from various insurance companies, the
Debtors believe that the proposal received from Nation Union Fire
Insurance Company of Pittsburgh, Pennsylvania and its affiliates
represents the best offer.  Ultimately, the Debtors decided to
enter into new insurance policies with National Union.  

Pursuant to the Court's order authorizing the Debtors to maintain
postpetition financing of insurance premiums and to pay
prepetition premiums necessary to maintain insurance coverage,
the Debtors are also authorized to enter into new insurance
policies and financing arrangements for insurance policies.

In connection with the obtaining the insurance policies, National
Union has requested that the Debtors provide it with a letter of
credit for approximately $10,500,424 to secure their self-insured
retention obligations relating to workers' compensation claims
and automobile liability claims.

Without the insurance, the Debtors believe they will be unable to
operate their car-hauling business in accordance with state law
and their estates and creditors will be significantly impaired.

                         Amended DIP Terms

The salient terms of the Second Amended DIP Credit Agreement
include:

   a. the Revolving Credit Facility is increased to $20,500,424
      to provide a Revolving L/C Sublimit not to exceed
      $10,500,424;

   b. banks issuing any Revolving L/C are entitled to a fronting
      fee not to exceed 0.25% per annum of the outstanding face
      amount of the Revolving L/C;

   c. the Debtors may request issuance of letters of credit for
      their own account at any time while the Revolving Credit
      Commitments remain in effect so long as certain standard
      conditions are satisfied or waived; and

   d. the limitation on capital expenditures is increased by
      approximately $1,200,000.

The increase in the DIP Credit Agreement's limitation on capital
expenditures will also allow the Debtors to make critical capital
expenditures in connection with the acquisition of new trucks for
their Canadian non-debtor affiliate, which is 100% owned by
Debtor LAC Holding Corp, Mr. Nylen adds.  The Debtors estimate
that the acquisition of these new trucks will result in a net
savings of approximately $375,000 to the Canadian Affiliate
because of the increased efficiencies.

The Debtors further seek the Court's permission to pay an
arrangement fee to the Administrative Agent for the benefit of
the DIP Lenders, and a work fee to the Administrative Agent for
its own account.  The amounts of the arrangement fee and the work
fee are confidential.

Mr. Nylen says the DIP Lenders will provide information regarding
the fees to the Court, the Official Committee of Unsecured
Creditors and the United States Trustee upon request.

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest      
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PETROHAWK ENERGY: KCS Merger Prompts S&P's Positive Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on independent oil and gas exploration and
production company Petrohawk Energy Corp. on CreditWatch with
positive implications.
     
Standard & Poor's also placed its 'B' corporate credit rating on
KCS Energy Inc. on CreditWatch with negative implications.
     
The rating actions follow Petrohawk's announcement that it has
entered into a definitive agreement with KCS to merge the two
companies for $1.6 billion.
     
Pro forma for the transaction Houston, Texas-based Petrohawk will
have $1.3 billion in debt outstanding.
     
As a result of the transaction, the combined company's pro forma
debt leverage is estimated to be close to $8 per barrel on a total
proved basis.
      
"The company's pro forma debt leverage is aggressive for the
current rating category and will be a critical factor in
determining the appropriate rating," said Standard & Poor's credit
analyst Jeffrey Morrison.
      
"Nevertheless, Petrohawk's business risk profile should benefit
from additional scale, increased daily production volumes, and a
more concentrated position in several onshore basins," said Mr.
Morrison.
     
Standard & Poor's will meet with management to assess the combined
company's business strategy, financial policy, and likely
financial profile before resolving the CreditWatch.


PHOTOCIRCUITS CORP: Cadle Company Resigns from Official Committee
-----------------------------------------------------------------
Terese A. Cavanagh, the Assistant United States Trustee for
Region 2, disclosed that The Cadle Company II, Inc., resigned
from the Official Committee of Unsecured Creditors on March 30,
2006.

The Official Committee of Unsecured Creditors in Photocircuits
Corporation's chapter 11 case is now composed of:

     1. Chase Equipment Leasing, Inc.
        fka JPMorgan
        Attn: Billie J. Prue
        1111 Polaris Parkway, Suite A3
        Columbus, OH 43420

     2. General Electric Capital Corporation
        Attn: Thomas McCormick, VP SAF
        44 Old Ridgebury Road
        Danbury, CT 06810
        Tel: (215) 654-5486
        Fax: (866) 699-0613

     3. Long Island Lighting Company
        dba LIPA and KeySpan Gas East Corporation
        Attn: Arthur J. Abbate, Jr., Manager
        15 Park Drive
        Melville, NY 11747
        Tel: (631) 844-3775
        Fax: (631) 844-3777

     4. Polyclad Laminates, Inc.
        Attn: Steve Defino, Director of Credit
        40 Industrial Park Drive
        Franklin, NH 03235

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  Ted A. Berkowitz, Esq., and Louis A.
Scarcella, Esq., at Farrell Fritz, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated more than $100 million
in assets and debts.


PILLOWTEX: Flaster/Greenberg Okayed as Panel's Conflicts Counsel
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave the Official Committee of Unsecured
Creditors appointed in Pillowtex Corporation and its debtor-
affiliates' bankruptcy cases permission to retain
Flaster/Greenberg, P.C., as their conflicts counsel, nunc pro tunc
to Jan. 1, 2006.

The Bankruptcy Court approved on Sept. 23, 2005, the Committee's
request to retain Smith, Giacometti & Chikowski, LLC, as its
conflicts counsel.  On Jan. 1, 2006, the attorneys handling the
Debtors' engagement joined FG.

The Committee wants FG to pursue avoidance actions and to perform
other services necessary in fulfilling its fiduciary duties.

The lead attorneys in this engagement are William J. Burnett,
Esq., who will bill $325 per hour, and Colleen A. Garrity, Esq.,
who will bill $210 per hour.  Other professionals of the Firm
bill:

   Designation                    Hourly Rate
   -----------                    -----------
   Shareholders                   $315 - $420
   Associates                     $165 - $350
   Paralegals                     $100 - $170

Mr. Burnett assured the Court that Flaster/Greenberg, P.C., does
not hold any interest adverse to the Debtors and their estates.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  Jason W.
Staib, Esq., and Mark J. Packel, Esq., at Blank Rome LLP represent
the Official Committee of Unsecured Creditors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


PILLOWTEX CORP: Court Approves Settlement Agreement With PBGC
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved Pillowtex Corporation and its
debtor-affiliates' settlement agreement with the Pension Benefit
Guaranty Corporation under Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

The Debtors had two pension plans: Pillowtex Corporation
Retirement Plan for Salaried Employees and Pillowtex Corporation
Retirement Plan for Hourly Employees.

The PBGC involuntarily terminated the Debtors' pension plans on
Oct. 31, 2003, and on Nov. 5, 2003, the PBGC was appointed trustee
of the pension plans.

The Debtors failed to make minimum contributions due under the
Employee Retirement Income Security Act of 1974 with respect to
the pension plans as a result of their poor financial condition
and bankruptcy filing.

For the salaried employees pension plan, the PBGC filed:

   -- a $107,200,000 claim for unfunded benefit liabilities;

   -- an $11,410,884 claim for unpaid minimum funding
      contributions; and

   -- an unliquidated amount for unpaid premiums.

For the hourly employees pension plan, the PBGC filed:

   -- an $83,200,000 claim for unfunded benefit liabilities;

   -- a $10,232,563 claim for unpaid minimum funding
      contributions; and

   -- an unliquidated amount for unpaid premiums.

The PBGC also asserted an administrative priority under
Section 507 of the Bankruptcy Code.

The Debtors disagreed with all of the PBGC Claim amount and
priority.

The Debtors and the PBGC have agreed to settle their dispute.  
Under the Settlement Agreement:

   -- the PBGC will have:

      (a) a $110,000,000 prepetition, general unsecured claim that
          is allowed in the Debtors' Joint Plan of Reorganization;
          and

      (b) a $2,048,347 administrative claim that is allowed under
          the Plan to be fully paid in cash;

   -- the PBGC claims allowed in the Plan will be in full
      satisfaction of their claims;

   -- the PBGC will grant the Debtors a general release of claims
      with respect to the pension plans; and

   -- the PBGC will be deemed to have cancelled any existing
      security interests in any collateral and all existing
      letters of credit provided by the Debtors to the PBGC.

The Official Committee of Unsecured Creditors supports the
Settlement Agreement of the Debtors with the PBGC.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  Jason W.
Staib, Esq., and Mark J. Packel, Esq., at Blank Rome LLP represent
the Official Committee of Unsecured Creditors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


PLIANT CORP: Court Approves Amended Disclosure Statement
--------------------------------------------------------
The Honorable Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved a revised disclosure statement
explaining joint plan of reorganization of Pliant Corporation and
its debtor-affiliates on April 18, 2006.

Judge Walrath held that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

Any objections that have not been withdrawn are overruled.

                          Plan Revisions

The Debtors modified their Plan and Disclosure Statement twice.  
The Debtors filed a First Amended and Disclosure Statement on
April 17, 2006, and a Second Amended Plan and Disclosure
Statement the next day.

The First Amended Plan provides additional information on the
Debtors' management.  The Debtors included biographies of their
directors and some top executive officers, and disclosed the
composition of the subcommittees of the Board of directors and
compensation of the directors and executive officers.

The Debtors report that as of the Petition Date, the obligations
of former Pliant directors & officers generally include:

   a. a note issued by Scott K. Sorensen in favor of Pliant for
      approximately $787,000;

   b. a note issued by Ronald G. Moffit in favor of Pliant for
      $262,000;

   c. a note issued by Ronald G. Moffit in favor of Pliant for
      $302,000;

   d. a note issued by Richard P. Durham in favor of Pliant for
      $2,430,0798; and

   e. a note issued by Jack E. Knott in favor of Pliant for
      approximately $3,700,000.

Pursuant to the Plan, the notes will remain in effect and subject
to repayment as of the Plan Effective Date.

                      Durham Stock Ownership

The Debtors also disclose that Mr. Durham, in his individual
capacity or through Durham Capital, L.L.C., is the owner of
23,033 shares of Pliant's outstanding common stock.  Although Mr.
Durham exercised a put right with respect to some of his shares
in 2002, his shares were never repurchased by Pliant.  Mr. Durham
has at all times continued to hold and benefit from his rights as
a common shareholder in Pliant.

As of the Petition Date, Pliant was prohibited under its credit
facilities from repurchasing any of Mr. Durham's shares of
outstanding common stock.  Pliant has not issued an instrument
evidencing any indebtedness on account of Mr. Durham's common
stock shares or his repurchase right.  Accordingly, Mr. Durham's
recovery on account of his shares will be in accordance with the
recoveries to Holders of Allowed Outstanding Common Stock
Interests in Class 11.

Any alleged claim Mr. Durham may submit on account of his put
right will be subordinated under Section 510 of the Bankruptcy
Code to the level of common stock.

                            Indenture  

The First Amended Plan discusses the principal arguments raised
by ad hoc groups of holders of First Lien Note Claims and Second
Lien Note Claims, and the Debtors' responses, on these issues:

   -- Re-incorporation of Pliant as a Delaware Corporation;

   -- Change of control;

   -- Incurrence of additional indebtedness;

   -- Payment of cash repurchase price to certain holders of
      Series B Preferred Stock and other distributions under the
      Plan;

   -- Call option and payment of cash interest with respect to
      the New Subordinated Notes;

   -- Issuance of Tack-On Notes and payment of Bondholder
      Additional Consideration and Consenting Noteholders'
      Professional Fees; and

   -- Asset Sales and Liens.

              Administrative Expense Claim Estimate

The Debtors estimate the allowed amount of Administrative Expense
Claims, upon emergence from Chapter 11, to be approximately
$114,600,000, comprising of:

   -- around $17,900,000 of Administrative Expense Claims arising
      under Section 503(b)(9) of the Bankruptcy Code; and

   -- approximately $96,800,000 of postpetition accounts payable
      and accrued liabilities.

Of the $96,800,000 attributable to accounts payable and accrued
liabilities, the Debtors estimate that 73% of the amount is on
account of raw materials and packaging, 5% on account of freight,
around 8% for utilities while approximately 1% is for
maintenance, repair and operating supplies.  The remaining 13% is
on account of miscellaneous accounts payable including
commissions and lease payments.

                         Other Revisions

Other Plan revisions include:

   a. removal of the provisions on the Opt-Out Procedures and
      Requirements;

   b. inclusion of a detailed discussion of the circumstances
      leading to Pliant's bankruptcy;

   c. disclosure of the estimated accrued fees and expenses
      of the legal advisors for the Debtors' creditor
      constituencies;

   d. clarification that Revolving Credit Facility Claims
      (Class 3) are impaired under the Plan and its holders are
      entitled to vote on the Plan.  The Debtors reserve the
      right to seek a determination at the hearing to consider
      confirmation of the Plan that the Class 3 Claims are
      unimpaired and deemed to have accepted the Plan;

   e. alternative treatments of Old Note Claims (Class 7) in
      the event the Court makes certain determination concerning
      the impairment under the Plan of the First Lien Note Claims
      (Class 4) and Second Lien Note Claims (Class 5).  Based on
      the outcome of the Court's determination, the holder could
      receive:

         * $20,000,000 of First Lien Tack-On Notes, which are
           secured notes, or $35,000,000 of New Senior
           Subordinated Notes that are unsecured; and

         * if Class 7 accepts the Plan, cash equal to 1% of the
           principal amount of the holders' Old Notes, or an
           additional 2.5% of Series AA Preferred Stock;

   f. clarification that General Unsecured Claims (Class 6), in
      addition to being reinstated, will receive payment in full;

   g. clarification that the treatment of a claim as reinstated
      means, among other things, leaving unaltered the legal,
      equitable and contractual rights to which the holder of the
      claim is entitled; and

   h. clarification that Class 11 includes those interests
      arising from:

         -- Pliant common stock;

         -- the Warrants, which are deemed to be exercised;

         -- any vested stock options that are exercised pursuant
            to the terms of the Plan; and

         -- claims that are subordinated pursuant to Section
            510(b).

The Debtors maintain that they are evaluating prospects for
arranging financing that would be available to refinance, on the
Effective Date of the Plan, a portion or all of the outstanding
First Lien Notes and the outstanding Second Lien Notes.  If the
Debtors elect to pursue the financing, they will:

   -- be required to pay commitment fees in consideration for the
      financing; and

   -- further amend the Plan to provide for the refinancing.

A full-text copy of the First Amended Plan is available for free
at http://ResearchArchives.com/t/s?83f

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?840

                       Second Amended Plan

Under the Second Amended Plan, the Debtors make it clear that
nothing in the Plan will affect their obligations under the Final
DIP Order so long as the order is in full force and effect.

The Debtors also disclose that they contemplate borrowing at
least $170,000,000 under an exit financing facility, including
$25,000,000 sublimit for letters of credit.  The Debtors note
that in no event will borrowings under the Exit Facility, when
added to other outstanding senior debt, exceed the permitted
senior debt baskets under the First Lien and Second Lien
Indentures.

The Debtors estimate the availability under the Exit Facility to
exceed $150,000,000 upon their emergence from Chapter 11.  On the
Plan Effective Date, the Debtors expect to draw approximately
$108,600,000.

The loan will be secured by:

   -- a first priority security interest in substantially all
      inventory, receivables, deposits accounts, 100% of capital
      stock of, or other equity interests in, the domestic
      subsidiaries, and 65% of the capital stock of, or other
      equity interests in, the foreign subsidiaries, investment
      property and certain other assets; and

   -- a second priority security interest in the real property,
      fixtures, equipment, intellectual property and other assets
      of the Borrowers.

The loan will mature no sooner than second anniversary date of
the Plan Effective Date, and will be subject to interest at
current market rate.

The Debtors propose to pay Commitment and Closing Fees --
estimated to be in the range of approximately $2,000,000 to
$5,000,000.  The Debtors will also pay a Letters of Credit Fee at
current market rate.

Under the Second Amended Plan, the Debtors disclose that the
Creditors Committee has questioned whether Timothy J. Walsh, who
is affiliated with the JP Morgan Partners, LLC and affiliates,
should participate in the Compensation Committee's consideration
of whether the performance criteria contained in the Emergence
Bonus Plan have been satisfied.  In the Committee's view, Mr.
Walsh's participation will then be disposed to approve
compensation awards.

The Debtors believe that it is entirely normal for the majority
stockholder to have a representative on the Compensation
Committee.  Furthermore, the Debtors point out, all decisions
regarding the terms of the Plan have been or will be made by
their Board of Directors or the Special Committee appointed by
the Debtors' Board, not by the management.

The Debtors also note that all relevant decisions of the
Compensation Committee have been unanimous, so any bonuses
approved by the Compensation Committee have been approved by a
director who does not have any alleged conflict of interest
related to either management or the JPMorgan Entities.

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?841

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?842

A full-text copy of the Debtors' proposed Exit Facility Term
Sheet filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?843

                          About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC and Don A. Beskrone, Esq., at Ashby &
Geddes, P.A., represent the Official Committee of Unsecured
Creditors.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel.   The Ontario Superior Court of
Justice named RSM Richter, Inc., as the Debtors' information
officer in their restructuring proceeding under Companies
Creditors Arrangement Act in Canada.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Wants Lease-Decision Period Stretched to August 1
--------------------------------------------------------------
Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, notes that the Disclosure Statement
accompanying the Joint Plan of Reorganization of Pliant
Corporation and its debtor-affiliates contemplates their filing a
global motion to assume all of their unexpired nonresidential
leases.  The Debtors anticipate filing the Global Assumption
Motion contemporaneously with a confirmation hearing for the Plan.

To conduct an analysis of each location, determine the applicable
cure amount and evaluate the purpose of the real property leases
in connection with the Plan, the Debtors contend that they need
an extension of the time within which they will assume or reject
those unexpired leases.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtors
ask Judge Walrath to extend their lease decision period through
and including August 1, 2006.

Section 365(d)(4) allows the Court to grant a 90-day extension to
a debtor's lease decision period for cause, and upon the debtor's
request.

Mr. Enos says that courts have relied on these factors to
determine if cause exists to grant am extension of the lease
decision period:

   a. whether the leases are an important asset of the estate so
      that the decision to assume or reject would be central to
      any plan of reorganization;

   b. where the case is complex and involves large numbers of
      leases; or

   c. where the debtor has had insufficient time to intelligently
      appraise each lease's value to a plan of reorganization.

The Debtors are party to at least 23 major facility lease
agreements, Mr. Enos tells Judge Walrath.  The facilities, which
include many of the Debtors' primary production facilities and
warehousing centers, are the core of the Debtors' operations.  
The leases, Mr. Enos asserts, will undoubtedly play a significant
role in Debtors' reorganization process.

The Debtors' Chapter 11 cases are also large and complex, Mr.
Enos adds.

Thus, the Debtors believe "cause" exists for the extension.

If the Debtors are forced to prematurely assume the real property
leases, they might be required to pay cure obligations for any
prepetition claims related to the leases that they determine
beneficial, Mr. Enos notes.  Conversely, if the Debtors
precipitously reject the real property leases, they may forego
significant value in those leases.

                          About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC and Don A. Beskrone, Esq., at Ashby &
Geddes, P.A., represent the Official Committee of Unsecured
Creditors.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel.   The Ontario Superior Court of
Justice named RSM Richter, Inc., as the Debtors' information
officer in their restructuring proceeding under Companies
Creditors Arrangement Act in Canada.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PRICE OIL: Alabama Court Gives Final OK on Cash Collateral Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
granted Price Oil, Inc., and its debtor-affiliates access to cash
collateral securing their obligations to Colonial Bank, N.A., on a
final basis.

The Debtors can use up to $500,000 of Cash Collateral, inclusive
of a carve-out, for the operation of its business.

If the Cash Collateral Agreement is terminated, the Debtors and
the Bank agree that the carve-out will be limited to the sum of
fees paid prior to the termination plus fees incurred and unpaid
at the time of the termination plus $100,000 for fees incurred.

Details on how the cash collateral will be used were not filed
with the Court.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
ffiliates filed for chapter 11 protection on Dec. 22, 2005 (Bankr.
M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at Bradley,
Arant, Rose & White represents the Debtors in their
restructuring efforts.  Marc A. Beilinson, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., serves as counsel to
the Official Committee of Unsecured Creditors.  The Debtors tapped
Cahaba Capital Advisors, L.L.C. and AEA Group, L.L.C., for
financial and restructuring advice.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


PROCARE AUTOMOTIVE: Discloses List of Equity Security Holders
-------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, filed its List of
Equity Security Holders with the U.S. Bankruptcy Court for the
Northern District of Ohio, disclosing:

                                    Number of   Percentage of
   Shareholder                        Shares      Ownership
   -----------                      ---------   -------------
   Key Mezz Capital Funds I., L.P.  2,756 Units     20.7%
   800 Superior Avenue, 10th Floor
   Cleveland, OH 44114

   Pass Holdings, LLC               4,964 Units     37.2%
   888 Seventh Avenue, 16th Floor
   New York, NY 10106

   Regis Capital Partners L.P.        688 Units      5.2%
   800 Superior Avenue, 10th Floor
   Cleveland, OH 44114

   Sullivan Partners, LLC           4,925 Units     36.9%
   c/o SPL
   78 Strawberry Hill Road
   Madison, CT 06443

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


QUIGLEY COMPANY: Wants Until May 1 to Solicit Plan Acceptances
--------------------------------------------------------------
Quigley Company, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the period within which it
has the exclusive right to solicit acceptances for a chapter 11
plan to May 1, 2006.  

The Court approved the Debtor's Fourth Amended Disclosure
Statement explaining its Third Amended Plan of Reorganization on
Jan. 23, 2006.  A hearing to consider confirmation of the Plan
will be held before the Hon. Stuart M. Bernstein at 11:00 a.m., on
May 25, 2006.  The Debtor doesn't want any hitch in its
solicitation process before that.  

                Summary of the Third Amended Plan

The Plan resolves Quigley's liability for all Asbestos PI Claims
by channeling them to the Asbestos PI Trust to be established on
the Effective Date of the Plan.  In exchange for the consideration
to be contributed by Pfizer and Quigley to the Asbestos PI Trust
pursuant to the terms of the Plan, the Asbestos PI Trust will
assume and be responsible for all liability for Asbestos PI Claims
and certain other obligations associated with the Quigley
Transferred Insurance Rights and the Insurance Relinquishment
Agreement.  All Asbestos PI Claims will be determined and paid
pursuant to the terms, provisions, and procedures of the Asbestos
PI Trust, the Asbestos PI Trust Distribution Procedures, and the
Asbestos PI Trust Agreement.  

All holders of Asbestos PI Claims will be permanently enjoined
from pursuing their Asbestos PI Claims against Reorganized Quigley
and their Asbestos PI Claims against certain other parties,
including Pfizer and the other Pfizer Protected Parties, to the
extent that their Asbestos PI Claims against the Pfizer Protected
Parties are derivative of Quigley's business.

All holders of Asbestos PI Claims will be permanently enjoined
from pursuing their Asbestos PI Claims against Settling Asbestos
Insurance Entities and Non-Settling Asbestos Insurance Entities.  
Quigley believes that the consideration that Pfizer and Quigley
will contribute to the Asbestos PI Trust for ultimate distribution
to holders of Asbestos PI Claims pursuant to the Asbestos PI Trust
Distribution Procedures and the other contributions being made to
Reorganized Quigley or the Asbestos PI Trust, will result in a
greater recovery for holders of those Claims than would otherwise
be available without those contributions, procedures, and
channeling injunctions.

                       Trust Contributions

Quigley and Pfizer will make these contributions to the trust to
fund the processing and payment of asbestos personal injury
claims:

   -- $102.6 million of insurance that contains no restrictions on
      the payment of asbestos personal injury claims;

   -- $191 million of insurance that contains restrictions on the
      payment of certain asbestos personal injury claims;

   -- receivables owed by insurance companies to Quigley, as of
      the date its plan is confirmed, for amounts that Quigley
      billed the insurance companies before it filed bankruptcy
      (these receivables currently total $28.4 million);

   -- $4.2 million to be paid to Quigley prior to Jan. 1, 2006, by
      an insurer pursuant to a pre-bankruptcy asbestos-related
      insurance settlement agreement;

   -- $15.7 million in cash, which is currently in an insurance
      trust account jointly held by Quigley and Pfizer;

   -- $15.6 million in cash that Quigley is expected to have in
      its accounts when the trust begins operating;

   -- a non-interest-bearing note issued by Pfizer for
      $405 million, payable in equal installments over a period of
      40 years, with the first installment payment payable on the
      date the trust begins operating; and

   -- Quigley's common stock, upon satisfaction of certain
      conditions described in Quigley's plan of reorganization.

                Treatment of Claims and Interests

Pfizer, as a secured claimant, will receive 49% of its claims in
cash.  Pfizer has agreed to forgive $30 million of the Allowed
Senior Secured Claim, as part of its contribution to the Asbestos
PI Trust.

The Secured Claimants -- Freeman, Reaud Claimants, Hatchett,
Sherry, Ytuarte and other secured bond claimants -- will be
entitled to proceed with the pending appeal to final judgment.  If
the trial court will affirm judgment in their favor, they will be
entitled to seek payment of the final judgment from the their
corresponding Bond.  If there is a deficiency claim, they will
have to proceed against the Asbestos PI Trust in accordance with
the Asbestos PI Trust Distribution Procedures.  If the trial court
judgment will be reversed on appeal, any Asbestos PI Claim that
they may have will be automatically channeled to and assumed by
the Asbestos PI Trust.

Holders of unsecured claims, totaling approximately $33.4 million,
will recover 7.5% of their claims.

Asbestos PI Claims will be channeled and assumed by the Asbestos
PI Trust, which will be funded by contributions from Quigley and
Pfizer.

Pfizer, as the sole holder of the Equity Interests, will transfer
the common stock of Reorganized Quigley to the Asbestos PI Trust
on the Stock Transfer Date.

A full-text copy of Quigley Company, Inc.'s Third Amended
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=051011025120

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.


REFCO INC: Chapter 7 Trustee Can Continue Refco LLC's Operations
----------------------------------------------------------------
Albert Togut, the interim Chapter 7 trustee appointed to oversee
the liquidation of Refco LLC's estate, sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to continue to operate Refco LLC's business to
effectuate the sale of the regulated commodities futures merchant
business to Man Financial, Inc., through and including the date of
termination of the provision of "transition services" to Man
Financial.

Mr. Togut relates that, to date, he has been required to take
actions that could constitute continued operations of Refco LLC's
business, other than operations not permitted under subchapter IV
of Chapter 7 of the Bankruptcy Code, and Part 190 of Title 17 of
the Code of Federal Regulations.

According to Mr. Togut, following consummation of the sale of the
FCM business to Man Financial, the parties commenced the process
of updating, verifying and finalizing Refco LLC's books and
records for purposes of determining, inter alia, what remaining
amounts are owed to Refco LLC's estate under its agreement with
Man, and for purposes of preparing Refco LLC's schedules and
identifying assets of its estate.

In addition, the Chapter 7 Trustee is providing transition
services required to be provided to Man Financial under the
Agreement, and making cure and other payments required to be made
under the Agreement, the Chapter 7 Sale Order, the Operating
Order and other Court orders.  Mr. Togut notes that under the
Agreement and Chapter 7 Sale Order, he could be required to
provide transition services to Man for up to 270 days following
consummation of the sale -- through the end of July 2006.

Prior to filing for chapter 7 liquidation, Refco LLC did not
directly employ any employees, but rather was allocated employee
services by the Refco Entity serving as the payroll company for
all of the Refco Entities.  Mr. Togut says following consummation
of the Sale, Man Financial acquired virtually all employees who
prepetition had provided services for Refco LLC's benefit.

In addition, Mr. Togut says he has not yet retained financial
advisors or accountants, so to date the process of reconciling
Refco LLC's records, determining what remaining amounts are owed
to Refco LLC's estate under the Agreement, and identifying assets
of Refco LLC's estate has in large part been carried out by a
handful of remaining employees of the Chapter 11 Debtors and the
professionals retained by the Chapter 11 Debtors and their
creditors' committee.

Mr. Togut is consulting with Harrison J. Goldin, Refco's new
chief executive officer, concerning the allocation of existing,
or the separate retention of additional, financial advisors and
accountants to assist the Chapter 7 Trustee.

                      Open Excluded Accounts

The Court also authorizes the Chapter 7 Trustee to:

    -- permit customers to work out of open trading positions in
       any Open Excluded Accounts,

    -- direct Man Financial to liquidate open trading positions
       in any Open Excluded Account;

    -- transfer the account positions to a third party for a
       premium; or

    -- take further actions as the Trustee deems necessary to
       mitigate the estate's potential losses.

The Court also grants Mr. Togut the fullest measure of quasi-
judicial immunity permitted by law.  The Chapter 7 Trustee will
be free from any personal liability, and immune from any suit for
personal liability, on account of any actions or inactions of the
Trustee in good faith pursuant to Court orders, in compliance
with any order, rule, law, judgment, regulation or decree, or in
exercising his objectively reasonable business judgment.

Mr. Togut explains that certain customer accounts he transferred
to Man Financial contained undermargined or deficit account
positions.  Under the Man Agreement, these accounts constituted
"Excluded Accounts" for which Refco LLC's estate generally
remains liable in the event that the applicable customers do not
satisfy the liabilities associated with the Excluded Accounts.

Although most margin calls relating to Excluded Accounts have
been answered or any open account positions either have been
liquidated or voluntarily assumed by Man Financial, Mr. Togut
relates that a handful of Excluded Accounts continue to contain
large open futures and options positions, and as a result Refco
LLC's estate is exposed to market fluctuations with respect to
these Open Excluded Accounts in the event that the customers
cannot satisfy the liabilities associated with the accounts.

To limit Refco LLC's estate's exposure, Mr. Togut says he and his
counsel are actively monitoring Open Excluded Accounts with the
assistance of a futures industry consultant and other
professionals.

                         Kessler Account

Mr. Togut discloses that the only material remaining Open
Excluded Account -- the Kessler Account -- contains in excess of
100,000 complicated and illiquid trading positions in natural gas
options.

In general, the value of the Kessler Account deteriorated
postpetition.  As of February 1, 2006, the Kessler Account
contained a deficit balance exceeding negative $12,000,000 --
based on imputed settlement prices for inactively traded options
-- and was subject to margin calls exceeding $18,000,000.

The account holder is also indebted to one of the Chapter 11
Debtors for an additional $10,000,000 borrowed to meet
prepetition margin calls with respect to the Kessler Account.  
The customer, Kessler, has asserted that he is unable to satisfy
the liabilities to Refco LLC associated with his account, and
also that he may have defenses to claims the Chapter 7 Trustee
might assert against him on behalf of Refco LLC's estate.

Although he used his best efforts to mitigate the risks
associated with a worst-case scenario associated with the Kessler
Account, Mr. Togut says it was impossible to eliminate the going-
forward risk without closing all of the open positions in the
Kessler Account or transferring the account positions to a third
party.

If Kessler or an expert replacement trader had been permitted to
work out of the existing open trading positions over time, all
open account positions in the Kessler Account might have been
liquidated by the end of February with net additional movement --
positive or negative -- from the current deficit amount of an
additional $1,000,000 to $3,000,000.

However, Mr. Togut notes that there was a risk that in the event
of significant market movement in certain directions, the account
could have suffered aggregates losses as great as $30,000,000 or
more.  Moreover, significant expertise and continued cooperation
from the customer would have been required to properly manage the
risk.

A forced liquidation of the Kessler Account was not a good
option, according to Mr. Togut.  Because of the size and
illiquidity of the open positions in the Kessler Account, if he
were to have directed Man to liquidate the account positions, Mr.
Togut says it was estimated that the Kessler Account would have
suffered aggregate losses in the $20,000,000 to $25,000,000
range, or greater.  In addition, significant execution risk would
have been associated with liquidation, as there are only a
handful of traders with the expertise required to liquidate large
and complicated options positions.

Mr. Togut relates that during the course of negotiations, Kessler
threatened to "walk out" on the account and leave it unmanaged.
Upon learning of those threats and after exploring all available
options to manage the risk associated with the Kessler Account,
the Trustee concluded after consulting with industry experts,
representatives of the Chapter 11 Debtors and their creditors'
committee and others, that directing the transfer of all open
account positions to a third party for a premium would provide
Refco LLC's estate with the least risk of continued and
substantial losses.

As a result of confidential inquiries and with the assistance of
Man, the Trustee identified a third party who was willing to
acquire the entire existing Kessler Account position and all risk
associated therewith for a premium of $1,500,000 over the
existing deficit amount plus payment of certain associated
transaction costs estimated to be in the $100,000 to 200,000
range.

After notifying counsel and financial advisors to the Chapter 11
Debtors, Man, the creditors' committee appointed in the Chapter
11 Debtors' cases, the administrative agent for the Chapter 11
Debtors' bank group and the United States Trustee, on February 1,
2006, the Trustee sought and received regulatory clearance from
the New York Mercantile Exchange to transfer the Kessler Account
to the third party.  Upon receipt of that approval, Kessler's
trading privileges were immediately terminated, and the Trustee
directed the immediate transfer of the Kessler Account to that
third party.

Mr. Togut notes that the implementation of the transaction
eliminated all going-forward risk associated with the Kessler
Account, including but not limited to risk associated with market
fluctuations, the possibility that Kessler would "walk out" and
leave the account unmanaged, and the risk of improperly executed
trades in connection with continued management or a liquidation
of the account.

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REFCO INC: Chapter 7 Trustee Sells Hong Kong Unit for $9.1 Million
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Albert Togut, the interim Chapter 7 Trustee for Refco, LLC's
estate, authority to sell the stock of Refco Hong Kong Limited,
free and clear of all liens, claims, and encumbrances, to ADMIS
Holding Company, Inc., for $9.1 million.

The Court rules that any amounts payable by the Trustee under his
share purchase agreement with the Buyer and Refco Global Futures,
LLC, will be paid in the manner provided in the Hong Kong SPA
without further Court order and will be entitled to priority
under Sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Refco Hong Kong is a non-debtor subsidiary of Refco Global
Futures.  Refco Hong Kong is licensed with the Securities and
Futures Commission of Hong Kong to engage in the regulated
activities of dealing in securities and dealing and advising on
futures contracts.

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REFCO INC: Chapter 7 Trustee Has Until June 23 to Decide on Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until June 23, 2006, the period within which Albert
Togut, the interim Chapter 7 trustee appointed to oversee the
liquidation of Refco LLC's estate, may assume or reject unexpired
nonresidential real property leases of Refco LLC.

Mr. Togut explains that he and his advisors are currently
evaluating approximately 27 unexpired nonresidential real property
leases to determine which leases the estate will need to assume or
reject.  That process has not yet been completed.

A schedule of Refco LLC's non-residential real property leases is
available for free at http://bankrupt.com/misc/RefcoLLCleases.pdf

Mr. Togut relates that in the interim, he is meeting all
obligations imposed upon him under Section 365 of the Bankruptcy
Code with respect to the Leases.  He is also meeting all of the
estate's obligations under the Acquisition Agreement entered into
by, among others, Refco LLC and Man Financial Inc.

Under the Acquisition Agreement, Refco LLC -- as well as the
Chapter 11 Debtors -- agreed to provide Man under certain
conditions, and for a specified period of time, the benefit of,
inter alia, certain of its (i) executory contracts, (ii)
intellectual property licenses, and (iii) nonresidential real
property leases, to permit Man to transition into conducting
Refco LLC's business acquired by Man.

Therefore, an extension of Refco LLC's Lease Decision Period is
necessary to allow the Debtor's estate to perform its obligations
under the Acquisition Agreement.

Mr. Togut notes that if he is forced to decide prematurely to
assume or reject the Leases, the impact on the Chapter 7 case, as
well as the Debtors' Chapter 11 estates, could be significant.  
Absent the extension, the Trustee may be forced to assume the
Leases prematurely, thereby elevating substantial long-term
liabilities thereunder to administrative claim status.

Alternatively, the Trustee may be compelled to reject the Leases
prematurely, which could impair the value of Refco LLC's estate
materially.

In either case, Mr. Togut says such a precipitous act also may
negatively impact his ability to meet Refco LLC's obligations
under the Acquisition Agreement with Man and his duty, generally,
to maximize the value of Refco LLC's estate and to minimize its
corresponding liabilities.

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RESTAURANT CO: S&P Rates Planned $140 Million Bank Facility at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Memphis, Tennessee-based The Restaurant Co., to 'B-'
from 'B'.  The rating on the senior unsecured debt was lowered to
'CCC' from 'B'.  All ratings were removed from CreditWatch where
they were placed with negative implications on April 11, 2006.  
The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B-' rating to
the company's planned $140 million bank facility.  A recovery
rating of '3' was also assigned to the bank loan, indicating the
expectation of meaningful (50%-80%) recovery of principal in the
event of a payment default.
     
The Restaurant Co., operator of Perkins Restaurants, will merge
with Marie Callender's Pie Shops through the acquisition of Marie
Callender's Restaurant & Bakery.  Both companies are owned by
Castle Harlan Inc.  Proceeds from the $140 million loan facility
will be used to repay debt at Marie Callender's.
      
"The downgrade is based on an expected increase in leverage after
the merger," said Standard & Poor's credit analyst Robert
Lichtenstein.

Pro forma lease-adjusted debt to EBITDA for the combined companies
will be more than 7.0x.  The downgrade of the senior notes
reflects the significant amount of priority debt now ahead of the
noteholders compared with the previous capital structure.
     
Ratings on The Restaurant Co., reflect the company's participation
in the weak family-dining sector of the restaurant industry and a
highly leveraged capital structure.  Both the Perkins and Marie
Callender's restaurant chains compete in the family-dining sector
of the highly competitive restaurant industry.  The sector has
underperformed the overall industry and has weaker growth
prospects in the face of competition from restaurants in the
casual, fast casual, and quick-service sectors.  Moreover, Perkins
has a relatively small market share in the sector at about 8%,
compared with about 22% for Denny's, and about 19% for IHOP.


ROUGE INDUSTRIES: Wants June 12 as Exclusive Plan Filing Deadline  
-----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
June 12, 2006, their exclusive period to file a chapter 11
reorganization plan.   The Debtors also ask the Bankruptcy Court
to preserve their exclusive right to solicit acceptances of that
plan until Aug. 11, 2006.

The Debtors tell the Bankruptcy Court that an extension of their
plan filing and solicitation periods will give them more time to:

     -- further advance the claims administration process;
   
     -- investigate and litigate potential claims and causes of
        action;

     -- attend to employee benefit matters related to the   
        termination of their collective bargaining agreement with
        unionized workers; and

     -- formulate a consensual chapter 11 plan.               

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Wants Until July 17 to Remove Civil Actions
-------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their time
to file notices of removal of related proceedings, under Rules
9006(b) and 9027 of the Federal Rules of Bankruptcy Procedure, to
July 17, 2006.

The Debtors are party to approximately 61 civil actions pending in
various state and federal courts.  The Debtors believe that an
extension until July 17, 2006, will give them ample time to
determine which cases to remove.

According to the Debtors, they have been unable to make an
informed decision regarding the removal of any claims, proceedings
or civil causes of action because their efforts were focused on:

     -- consummating the sale of substantially all of their assets
        to Severstal N.A.; and

     -- winding down their affairs including, claims
        administration, employee and retiree benefit matters,
        avoidance action analysis and recovery, plan formulation
        and other estate administrative matters.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


STEVE'S SHOES: Gets Final Court Okay to Access Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas gave
Steve's Shoes, Inc., authority, on a final basis, to use cash
collateral securing its obligations to LaSalle Retail Finance, a
division of LaSalle Business Credit, LLC, as agent for LaSalle
Bank Midwest National Association fka Standard Federal Bank
National Association.

The Debtor can access up to $1,000,000 of the cash collateral.
In addition, a $100,000 carve-out will be funded out of the first
proceeds of the Debtor's chain-wide going concern sale of its 45
stores for payment of the Debtor's professional fees and expenses.  

As adequate protection, the Debtor grants LaSalle Retail liens on
all of its assets priming the liens of Country Club Bank, N. A.,
the Debtor's prepetition lender.

Details on how the cash collateral will be used were not filed
with the Court.

Headquartered in Lenexa, Kansas, Steve's Shoes, Inc. --
http://www.stevesshoes.com/-- is a shoe retailer.  The   
Company filed for chapter 11 protection on Jan. 6, 2006
(Bankr. D. Kans. Case No. 06-20015).  Thomas M. Mullinix, Esq.,
and Joanne B. Stutz, Esq., Evans & Mullinix, P.A., represent
the Debtor in its restructuring efforts.  Brent Weisenberg, Esq.,
and Jay R Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed total
assets of $9,494,325 and total debts of $20,200,821.


STONE ENERGY: Inks $1.46 Billion PXP Stock Purchase Agreement
-------------------------------------------------------------
Plains Exploration & Production Company entered into a definitive
agreement to acquire Stone Energy Corporation in a stock-for-stock
transaction valued at approximately $1.46 billion, based on PXP's
closing price on April 21, 2006, and the assumption of $483
million of net debt.  Stone stockholders will receive 1.25 shares
of PXP common stock for each share of Stone common stock.

PXP also executed a series of contracts that will eliminate all of
its 2007 and 2008 crude oil price collars at a pre-tax cost of
approximately $600 million assuming payment in second quarter of
2006.  The collars involved 22,000 barrels of oil per day for both
years with a floor price of $25 per barrel and an average ceiling
price of $34.76 per barrel.  Although under the terms of the
contracts the Company could repay the counterparties as the
collars mature in 2007 and 2008, it is the Company's current
intention to repay the positions in 2006.

PXP maintains downside commodity price protection on 50,000
barrels of oil a day in years 2006 and 2007 with a strike price of
$55.00 per barrel WTI.  Additionally, the Company has purchased
$55.00 per barrel puts for 2008 for 32,000 BOPD at a price of
$3.79 per barrel on a deferred premium basis.  The Company expects
a 5% increase in production per share and an increase in per
barrel cash margin of 35% in 2007.

"These accretive transactions represent an opportunity for the
stockholders of both companies to benefit from combining the
strengths of PXP and Stone.  Upon completion of the acquisition,
PXP will be in an enviable position to accelerate its cash flow
per share and strong reserve growth through the Rocky Mountain
business, highlighted by the Pinedale, Jonah & Eagle projects in
the Green River Basin and the large Middle Bakken position in the
Williston Basin, and the Gulf of Mexico, primarily in the Deep
Water with our Big Foot discovery, and continued development of
its large long-lived California oil resource base.  PXP should
have a stronger balance sheet and full commodity price exposure
with downside commodity price risk protection at $55 WTI in 2006,
2007 and 2008.  We look forward to the opportunity to carefully
invest the excess cash flow in debt reduction, share repurchase or
other sound investments that benefit our stockholders," commented
James C. Flores, PXP's Chairman, President and Chief Executive
Officer.

After the acquisition, PXP will have a proved reserve base of
approximately 500 million barrels of oil equivalent.  At year-end
2005 Stone reported 99 million barrels of oil equivalent of proven
reserves located in the Gulf Coast Basin and the Rocky Mountain
Region.  Stone's proved reserves are 73% developed and 42% oil.  

The combined company is expected to have:

     -- significant operations in California, the Rocky Mountains,
        Texas and the Gulf of Mexico;

     -- total net developed acres of 207,643 and 992,822 net
        undeveloped acres;

     -- a reserve-to-production ratio of 12-14 years;

     -- 80% oil reserves; and

     -- 70% to 75% oil production.

                     Terms And Conditions

If the acquisition is approved, PXP will issue approximately 34.5
million shares to Stone stockholders and assume $483 million of
debt net of cash on the balance sheet at year-end 2005.  Under the
terms of the definitive agreement, Stone stockholders will receive
1.25 shares of PXP common stock for each share of Stone common
stock.  The transaction is expected to qualify as a tax-free
reorganization under Section 368(a) and is expected to be tax free
to Stone stockholders.

The Boards of Directors of both companies have approved the merger
agreement and each will recommend it to their respective
stockholders for approval.  The transaction will remain subject to
stockholder approval from both companies and other customary
conditions.  Both companies intend to hold stockholder meetings.

The companies anticipate completing the transaction in the third
quarter of 2006.  Post closing, it is anticipated that the PXP
stockholders will own approximately 70% of the combined company
and Stone stockholders will own approximately 30% of the combined
company.

The PXP Board of Directors will remain the same.  The transaction
will be accounted for as a purchase of Stone by PXP under purchase
accounting rules and PXP will continue to use the full cost method
of accounting for its oil and gas properties.

Mr. James C. Flores will remain the Chairman, President and Chief
Executive Officer and PXP's current executive staff John F.
Wombwell, Executive Vice President and General Counsel, and Thomas
M. Gladney, Executive Vice President Exploration & Production,
will continue in their current capacities.  Upon completion of the
acquisition, Stone Energy's Chief Financial Officer Kenneth H.
Beer will join the Company as Executive Vice President and Chief
Financial Officer.

Lehman Brothers Inc. acted as the lead financial advisor to PXP.
J.P. Morgan also advised PXP and rendered a fairness opinion to
PXP.  Randall & Dewey, a division of Jefferies & Company, acted as
financial advisor to Stone.

                            About PXP

PXP NYSE: PXP) -- http://www.plainsxp.com/-- is an independent  
oil and gas company primarily engaged in the upstream activities
of acquiring, exploiting, developing and producing oil and gas in
its core areas of operation: onshore and offshore California, West
Texas, the Gulf Coast region of the United States, the Gulf of
Mexico, several basins of the Rocky Mountains and the Williston
Basin. PXP is headquartered in Houston, Texas.

                           About Stone

Stone Energy (NYSE: SGY) -- http://www.stoneenergy.com/-- is an  
independent oil and gas company headquartered in Lafayette,
Louisiana, and is engaged in the acquisition and subsequent
exploration, development, operation and production of oil and gas
properties located in the conventional shelf of the Gulf of
Mexico, deep shelf of the GOM, deep water of the GOM, Rocky
Mountain Basins and the Wiliston Basin.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2006,
Moody's Investors Service lowered the Corporate Family Rating for
Stone Energy Corp., to B2 from B1 and the ratings on the senior
subordinated notes to Caa1 from B3.  The ratings are under review
for further possible downgrade.  Moody's also affirmed Stone's
SGL-3 rating.

The ratings downgrade reflected:

   -- the company's announcement of a second significant negative
      reserve revision for fiscal 2005 which combined with the
      first announcement, results in total reserve reduction of
      nearly 30% from FYE 2004 levels despite the company's
      indication that it replaced 106% of 2005 production;

   -- Moody's estimation that leverage on the Proven Developed
      reserve base is at historically high levels;

   -- Moody's estimation of very high and unsustainable leveraged
      full cycle costs that are incompatible even at the current
      ratings;

   -- still significantly lower production due to shut-in
      production related to hurricanes Rita and Katrina;

   -- the company's estimate that overall daily production will
      remain essentially flat in 2006 compared to 2005 despite
      spending about $500 million in 2005 and projected spending
      of $360 million in 2006;

   -- several years of weak capital productivity with Moody's
      expectation that 2005 will show considerably higher
      expected finding and development figures from previous
      levels which were already unsustainable long-term.


SUN MICROSYSTEMS: Jonathan Schwartz Steps In as New CEO
-------------------------------------------------------
Sun Microsystems, Inc.'s board of directors named Jonathan
Schwartz chief executive officer Monday, as part of the Company's
on-going succession planning process.  Scott McNealy will continue
as Sun chairman and takes on the additional title of chairman of
Sun Federal Inc., where he will focus on Sun's key U.S. government
customers.

"It is an honor to take the reins of this great company from one
of the industry's true visionaries," Mr. Schwartz said.

Mr. Schwartz has been with Sun since 1996, when it acquired
Lighthouse Design, where he was CEO.  Since then, he has been a
driving force within the company. Mr. Schwartz has been a leader
behind many of Sun's open source and standard setting initiatives
and an outspoken advocate for the network as a utility with more
than just value for the computing industry -- but as a tool for
economic, social and political progress.

During his 10-year tenure with Sun, Mr. Schwartz has had five
major jobs within the company where he has learned every inch of
the business from labs and product development to product
marketing to corporate finance, mergers and acquisitions and
operations.  He was named Sun's president and chief operating
officer in April 2004.

In fact, Mr. McNealy credits Schwartz and his team with building
the most competitive product line in Sun's history, securing key
acquisitions including Waveset, SeeBeyond, and StorageTek, and
forging major partner relationships with companies like Microsoft,
Oracle, and Google.

"Jonathan has earned the admiration and respect of our 37,900
employees, our customers and partners, and the industry as a
whole.  He is the ideal leader to take the helm as Sun's chief
executive officer," Mr. McNealy said.

"Sun has been a labor of love for me," Mr. McNealy added.  "We've
helped shape the industry as it is today and the opportunities
before us are immense.  I look forward to a smooth transition and
to working with Jonathan on company strategy in my continued role
as chairman."

Mr. McNealy founded Sun along with Andy Bechtolsheim, Bill Joy,
and Vinod Khosla in 1982 and the company has been the icon for
innovation and openness ever since.  He was named CEO and elected
chairman in 1984.

"I am incredibly excited by what the future holds for Sun and the
opportunity to continue working with Scott, and the rest of the
management team, to help Sun attain its financial and operational
goals," Schwartz said.

                     About Sun Microsystems

Sun Microsystems, Inc. -- http://www.sun.com/-- provides products  
and services for network computing. It provides network computing
infrastructure solutions that consist of computer systems, network
storage systems, support services, and professional and knowledge
services.

Sun Microsystems's 7-1/2% Senior Notes due Aug, 15, 2006, and its
7.65% Sr. Notes Due Aug, 15, 2009, carry Moody's Ba1 rating and
Standard & Poor's BB+ rating.


THORNBURG MORTGAGE: S&P Affirms BB- Senior Unsecured Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Thornburg Mortgage Inc. to positive from stable.  In addition, the
'BB' long-term counterparty credit rating and 'BB-' senior
unsecured debt ratings were affirmed.
      
"The outlook revision reflects the significant progress TMA has
achieved during the past two years in improving its funding
profile, and its increased financial flexibility given the
increased unencumbered asset base," said Standard & Poor's credit
analyst Anne Cosgrove.

A ratings upgrade will be contingent upon:

   * the company's ability to perform well in a challenging
     operating environment;

   * successful execution of its in-house origination franchise;
     and

   * a lower tolerance for leverage.
     
The ratings on Santa Fe, New Mexico-based TMA reflect Standard &
Poor's view of the company's:

   * high-quality assets,

   * solid operating performance, and

   * demonstrated success in raising equity during various market
     conditions.

These factors are partially mitigated by:

   * the wholesale nature of TMA's originations;
   * increased leverage;
   * monoline business profile; and
   * the limited ability to retain capital given its REIT status.
     
An upgrade will be contingent upon the demonstrated ability of
management to navigate through a less-favorable operating
environment.  

In addition, positive ratings momentum will depend on:

   * TMA's successful execution of its in-house origination
     franchise;

   * integration of pay option arms into its product mix; and

   * a lower tolerance for leverage.

Furthermore, the outlook could be revised back to stable should
asset quality metrics deteriorate beyond expected levels and
profitability metrics decline materially.


TITANIUM METALS: Board Declares Two-for-One Stock Split
-------------------------------------------------------
Titanium Metals Corporation's (NYSE: TIE) board of directors
approved a two-for-one split of TIMET's common stock, $.01 par
value per share.  The stock split will be effected in the form of
a stock dividend.  The record date for the stock split has been
set as the close of business on Friday, May 5, 2006.  Holders of
record on the record date will receive one additional share for
each share held on that date.  Subject to certain regulatory
approvals, it is expected that the additional shares will be
distributed at the close of business on Monday, May 15, 2006, by
TIMET's transfer agent American Stock Transfer and Trust Company.

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal
products.

                         *     *     *

Moody's Investors Services puts Caa1 issuer rating and B3 LT Corp
Family Rating on Titanium Metals.


TOWER AUTOMOTIVE: D. Campbell Wants Decision on Retirement Pact
---------------------------------------------------------------
Dugald K. Campbell, who served as the president and chief
executive officer of Tower Automotive, Inc., from December 1993 to
June 30, 2004, asks the U.S. Bankruptcy Court for the Southern
District of New York to require Tower Automotive, Inc., and its
debtor-affiliates to immediately determine whether or not his
Retirement Agreement will be assumed or rejected.

In light of his years of service to Tower and to evidence his
agreement to actively cooperate with Tower in the transition of
his duties and responsibilities to his successor, Mr. Campbell
and Tower entered into a retirement agreement that was executed
and became effective as of September 17, 2003.

As reflected in the Retirement Agreement, Mr. Campbell agreed to
provide information, testimony and any reasonably requested
assistance to the company for three years subsequent to his
retirement date.  Furthermore, Mr. Campbell agreed that he would
not compete with Tower during this three-year period and that he
would hold certain proprietary information in confidence.

James B. Frakie, Esq., at Foster Swift Collins & Smith, PC, in
Grand Rapids, Michigan, relates that as part of the negotiated
retirement arrangements, Tower agreed to make periodic payments
to Mr. Campbell.  Although the initial payments were made, all
required payments ceased upon Tower's bankruptcy filing, Mr.
Frakie says.  The arrearages under the Retirement Agreement
currently total $400,000.

Mr. Frakie asserts that despite repeated requests, Tower has
refused to make any decision as to whether or not the Retirement
Agreement should be assumed or rejected.

According to Mr. Frakie, Mr. Campbell has been more than patient
in providing Tower with an opportunity to make a final decision
regarding the treatment of the Retirement Agreement.  More than a
year has passed since the Chapter 11 case was filed and Mr.
Campbell is unaware of any plans Tower might have to file a plan
of reorganization in the immediate future, which might address
the assumption or rejection of the Retirement Agreement.

"The Debtor's refusal to make a decision to assume or reject the
Retirement Agreement constitutes an undue hardship to [Mr.
Campbell] since, by its terms, the Retirement Agreement restricts
his ability to earn a living in his chosen field but fails to
provide him with compensation for those restrictions unless the
executory contract is assumed," Mr. Frakie argues.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TOWER AUTOMOTIVE: Courts Okays Assumption of Praxair Supply Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Tower Automotive, Inc., and its debtor-affiliates authority
to assume their industrial gases and related supply systems
agreement with Praxair, Inc.

The Court also authorized the Debtors to pay Praxair a $366,226
cure cost related to the assumption of the agreement.

                      Praxair Agreement

Under the Praxair Agreement, Praxair supplies the Debtors' North
American facilities with various types of gaseous products and
related supply systems.  Praxair is the Debtors' primary supplier
of industrial bulk quantities of carbon dioxide, oxygen, argon
and other related systems.  Over the past year, the Debtors have
averaged $165,000 per month in purchases from Praxair, and
project those costs to be substantially the same going-forward
under the Praxair Agreement.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
tells the Court that since the Praxair Agreement's inception in
2001, prices for industrial gases have risen considerably.  In
contrast, under the Praxair Agreement, the Debtors have locked in
favorable pricing through the end of 2007.  From 2007 through
2010, Praxair may increase pricing under the Agreement.  However,
in the event the increases exceed 5% per year, the Debtors may
obtain competitive bids from alternative suppliers.  

The Debtors recently sought price quotes from alternative
suppliers.  Based on these price quotas, the Debtors estimate
that the favorable pricing under the Praxair Agreement is, and
will continue to be, below the alternative suppliers.

In addition, the Debtors believe that it would be extremely
difficult to replace Praxair as a supplier and that any
transition would take several months to complete.  Praxair
processes and supplies products to 10 different Tower locations
across the country.  Mr. Sathy notes that there are very few
other industrial gas and related system supply companies who have
the capacity or infrastructure to support the Debtors' needs.

Praxair is consistently one of the Debtors' best and most
reliable raw material suppliers, Mr. Sathy says.  Praxair's
responsiveness and quality control record is excellent.  Praxair
consistently and seamlessly executes on-time deliveries to the
many locations it serves.  Give the "just-in-time" nature of the
automotive supply chain, it is absolutely critical that the
Debtors maintain and nurture relationships with those suppliers
who have proven track records.  Since the inception of the
Agreement, Praxair has consistently met and exceeded the Debtors'
quality and on-time delivery requirements, confirms Mr. Sathy.

The Debtors tell the Court that they are currently paying net
10-day terms for all products purchased from Praxair and Praxair
has agreed to maintain these terms.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TRC HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TRC Holdings, Inc.
        5050 West Brown Deer Road
        Milwaukee, Wisconsin 53223

Bankruptcy Case No.: 06-21855

Chapter 11 Petition Date: April 18, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Daryl L. Diesing, Esq.
                  Whyte Hirschboeck Dudek S.C.
                  555 East Wells Street, Suite 1900
                  Milwaukee, Wisconsin 53202-3819
                  Tel: 414-273-2100
                  Fax: 414-223-5000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 MIllion

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Past Due Taxes         $10,355,007
P.O. Box 21126
Stop N781
Philadelphia, PA 19114

EMC Insurance Companies       Insurance                $216,508
P.O. Box 327
Brookfield, WI 53008-0327

Dept. of Workforce Dev't.     Past Due Taxes           $194,530
Division of Unemployment
Insurance
P.O. Box 8914
Madison, WI 53708

Wisconsin Dept. of Revenue    Past Due Taxes           $109,587

Illinois Dept. of Revenue     Taxes                     $91,000

State of Illinois             Taxes                     $80,000
Dept. of Employment Security

Virginia Surety Company Inc   Insurance                 $33,197

O'Neil Cannon Holtman DeJong  Legal Services            $20,543

The Hartford                  Insurance                 $16,129

California EDD                Taxes                     $16,000

California Division of        Taxes                     $13,000
Workers Comp.

Steven J. Wolf, CPA           Accounting Services       $11,471

Village of Brown              Local Taxes                $7,673

Beck Chaet and Bamberger SC   Legal Services             $7,152

Robert Holton                 Trade Debt                 $7,000

Appel Business Advisors Inc   Consulting Services        $6,000

Tandem Staffling Solutions    Trade Debt                 $5,714
Inc.
Marlin Printing and Graphics  Trade Debt                 $5,550

Robert J. Holton              Wages                      $5,538

QPS Companies Inc.            Trade Debt                 $5,163


U.S. SECURITY: Moody's Rates Proposed $205 Mil. Facilities at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$205 million senior secured credit facilities of U.S. Security
Holdings, Inc.  Moody's also assigned a B2 Corporate Family Rating
on the holding company, U.S. Security Associates Holdings, Inc.  
The outlook for the ratings is stable.

Privately held U.S. Security Associates Holdings, Inc.,
headquartered in Roswell, Georgia, is one of the five largest
uniformed security officer providers in the United States. Founded
in 1993, US Security provides security solutions for over 2,700
clients nationwide in diverse industries.  The company has 112
security branches in 38 states.

Proceeds from the proposed senior credit facilities along with the
proposed senior subordinated notes and cash-on-hand will be used
to refinance existing senior indebtedness of $140.6 million
including accrued interest, redeem preferred equity of about $65.1
million and provide funding for future acquisitions as well as
working capital.  The $40 million revolver includes a $30 million
sub-facility for letters of credit.  Neither the acquisition loan
nor the revolver will be funded as of the transaction close.  The
ratings are subject to the review of the final executed documents.

The ratings reflect Moody's expectation of positive pro forma
adjusted free cash flow for 2006 and expectations of sustained
improvement thereafter.  The ratings are also supported by
heightened emphasis on security across all sectors of the economy
and continuing strength in the current economic environment.

Moody's assigned these ratings:

   US Security:

   * $40 million senior secured revolving credit facility
     due 2012, rated B1;

   * $135 million senior secured term loan B facility due 2013,
     rated B1;

   * $30.0 million senior secured acquisition loan due 2013,
     rated B1;

   Holdings:

   * Corporate Family Rating, rated B2.

The ratings outlook is stable.

Sustainable adjusted free cash flow to debt ratios in excess of
5%, movement of EBIT to interest coverage toward two times and
continuing delevering could lead to an upgrade.  Very low or
negative adjusted free cash flow, EBIT to interest coverage
significantly below 1.5 times, or the assumption of additional
indebtedness could result in downward pressure on the ratings.


U.S. SECURITY: S&P Rates $205 Mil. Sr. Sec. Credit Facilities at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Roswell, Georgia-based U.S. Security Holdings
Inc.
     
In addition, Standard & Poor's assigned its 'B' bank loan rating
to the company's proposed $205 million senior secured credit
facilities, with a recovery rating of '3', indicating that
investors could expect to receive meaningful recovery of principal
(50%-80%) in the event of a payment default or bankruptcy.  The
ratings are based on preliminary terms and conditions and are
subject to review upon final documentation.
     
The outlook is stable.  Pro forma for the refinancing, USS will
have about $210.9 million in total debt outstanding.
     
USS is the fourth largest provider of security officer services in
the U.S., with annual sales in excess of $500 million.  Although
the company's revenue base remains confined to the U.S., USS has
geographic diversification domestically, operating 124 branches
within 42 states.  The company also has a highly diversified base
of customers across various sectors, with limited customer
concentration.
      
"The ratings on USS reflect its narrow business focus, acquisitive
growth strategy, and leveraged financial profile.  These factors
are somewhat offset by the company's stable cash flows,
established market position, and modest capital expenditure
requirements," said Standard & Poor's credit analyst Mark
Salierno.


UNITED COMPONENTS: ASC Deal Prompts Moody's Ratings Downgrade
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of United
Components, Inc. -- Corporate Family, to B2 from B1; senior
secured revolving credit to B2 from B1, and senior subordinated
notes, to Caa1 from B3.  Moody's also assigned a B2 rating to the
company's new $330 million senior secured term loan D.  

The downgrade reflects Moody's expectation that UCI's credit
metrics, which eroded during 2005 as a result of higher raw
material costs, lower production volumes, other product mix issues
will come under further pressure with the acquisition of water
pump manufacturer ASC Industries, Inc.  UCI has agreed to acquire
the capital stock of ASC in a transaction valuing the company at
$154.7 million, including assumption of certain debt.

The agreement also calls for UCI to pay ASC stockholders an
additional $4 million in purchase price following the acquisition,
based upon the achievement of certain operational objectives.  ASC
Industries is a leading manufacturer of automotive water pumps and
industrial components.  ASC specializes in the global sourcing,
supply chain management, assembly, and distribution of those
products.  The new senior secured term loan D will be used to
finance the acquisition of ASC and refinance the existing senior
secured term loan C. Moody's rating outlook is Stable.

The Stable outlook reflects Moody's belief that UCI will continue
to be one of North America's largest automotive aftermarket
suppliers.  Demand fundamentals in the automotive aftermarket
should continue to benefit from a growing vehicle base and higher
average vehicle age, and should contribute to the stability in
UCI's revenue base.  The company's filtration products are largely
consumables that have relatively short and predictable replacement
cycles and are highly resistant to economic downturns.  However,
the company may continue to face ongoing raw material and cost
pressure which could further weaken its credit metrics despite the
price increases it has recently initiated.  In addition, UCI must
continue to reduce manufacturing cost to compete with the growth
of automotive aftermarket parts being manufactured or sourced from
lower cost countries.  The company has a series of initiatives
completed and underway to reduce its costs going forward.

This rating was assigned:

   * B2 Rating for UCI's $330 million senior secured
     term loan D due 2012

These ratings were lowered:

   * UCI's $75 million guaranteed senior secured bank revolving
     credit facility maturing 2009 to B2 from B1;

   * UCI's $217 million guaranteed senior secured bank term
     loan C due 2010 to B2 from B1;

   * UCI's $230 million of guaranteed senior subordinated
     unsecured notes maturing 2013 to Caa1 from B3;

   * Corporate Family rating to B2 from B1

Moody's last rating action for UCI was on March 9, 2006 when the
ratings were placed under review.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel and cooling systems, engine management systems,
driveline components, and lighting systems.  While approximately
90% of revenues are currently automotive related, UCI also
services customers within the trucking, marine, mining,
construction, agricultural, and industrial vehicle markets. Annual
revenues are approximately $1 billion.


WILLIAM LYON: General Lyon Extends Common Stock Offer to April 28
-----------------------------------------------------------------
General William Lyon, Chairman of the Board and Chief Executive
Officer of William Lyon Homes (NYSE: WLS), is extending his tender
offer for all outstanding shares of William Lyon Homes not owned
by him until 12:00 midnight, New York City time, on Friday, April
28, 2006, and that he will waive the 90% condition to the offer.  
It had been a condition to the offer that the shares tendered in
the offer, together with the shares owned by General Lyon, The
William Harwell Lyon 1987 Trust and The William Harwell Lyon
Separate Property Trust, represent at least 90% of the outstanding
shares of William Lyon Homes on a fully diluted basis.

The offer price and all other terms and conditions of the offer
remain the same, as set forth in the tender offer materials
disseminated by General Lyon.  In particular, the offer is subject
to the non-waivable condition that the offer be accepted by
holders of a majority of the outstanding shares of common stock of
William Lyon Homes, including shares issued upon the exercise of
vested options prior to the expiration of the offer, not owned by
General Lyon, The William Harwell Lyon 1987 Trust, The William
Harwell Lyon Separate Property Trust or the directors and officers
of William Lyon Homes immediately prior to the commencement of the
offer.

Based on preliminary information, Computershare Trust Company of
New York, the depositary for the offer, has advised General Lyon
that 967,249 shares were tendered and not withdrawn as of midnight
on Friday, April 21, 2006, which, together with the shares already
owned by General Lyon, The William Harwell Lyon 1987 Trust and The
William Harwell Lyon Separate Property Trust, represent
approximately 83% of William Lyon Homes' outstanding common stock
on a fully-diluted basis.  Based on the preliminary information,
approximately 136,865 additional shares must be tendered to
satisfy the majority of the minority condition.

Headquartered in Newport Beach, California, William Lyon Homes --
http://www.lyonhomes.com/-- is one of the oldest and largest  
homebuilders in the Southwest with development communities in
California, Arizona and Nevada.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Standard & Poor's Ratings Services placed its corporate credit
and senior unsecured ratings on William Lyon Homes on CreditWatch
with developing implications.
                                                         
        William Lyon Homes          To              From
        ------------------          --              ----
        Corporate credit rating   B+/Watch Dev    B+/Positive
        Senior unsecured rating   B/Watch Dev     B

The CreditWatch placements affect $550 million of senior unsecured
notes and follow the recent announcement that the company's
Chairman, CEO, and controlling shareholder, General William Lyon,
has proposed taking the company private.


XEROX CORP: Generates $3.7 Billion of Revenue in First Quarter
--------------------------------------------------------------
Xerox Corporation generated total revenue of $3.7 billion for the
first quarter ended March 31, 2006.  

Equipment sale revenue declined 4% -- down 2% in constant
currency.  The decline was offset by continued improvement from
the company's post sale revenue stream.  Post-sale and financing
revenue, which represents about 75% of Xerox's total revenue,
declined 1% in the first quarter and grew 1% in constant currency.

"Our steady improvement in post-sale revenue shows that Xerox's
business model is working.  We also delivered solid product
install growth, a more than 25% increase in signings for document
management services, and 11% growth in revenue from Xerox digital
color systems," said Anne M. Mulcahy, Xerox chairman and
chief executive officer.  "For the past five years, we've been
focused on building the install base of our digital document
technology, especially color, and increasing demand for Xerox
services.  The post-sale revenue from this business generates a
healthy annuity stream that fuels profitable growth.

"While encouraged by annuity growth, I am disappointed in our
gross profit decline.  This was largely due to increased costs and
had a direct impact on our first quarter earnings," added Mr.
Mulcahy.  "We have consistently demonstrated excellent execution
in controlling costs and are confident we'll be back on track next
quarter.  We've identified the issues and are taking the right
actions, right now to readjust our cost base in line with our
business model."

Gross margins were 40.2%, a year-over-year decrease of 1.6 points.
The company's selling, administrative and general expenses were
26.6% of revenue, a modest improvement from 26.8% in the first
quarter of 2005.

Xerox's production business provides commercial printers and
document intensive industries with high-speed digital printing and
services that enable on-demand, personalized printing.  Total
production revenue declined 3% in the first quarter and was flat
in constant currency.  Installs of production black-and-white
systems increased 8%, reflecting the success of the Xerox 4110
light production system, which was partially offset by install
declines of high-end publishing systems.  In April 2006, Xerox
reported new finishing features for the Xerox Nuvera(TM) digital
production system.  The company expects these features to help
lift high-end production activity during the balance of the year.

Production color installs grew 92% driven by increased demand for
the DocuColor(R) 240/250 multifunction device, the company's entry
production color system that prints, copies and scans.

Xerox's office business provides document technology and services
for businesses of any size.  Increased install activity for office
systems was partially offset by declines in product pricing during
the quarter.  Total office revenue declined 1% and grew 1% in
constant currency.  Installs of office black-and-white systems
were up 18% largely due to increased placements of Xerox's new
line of WorkCentre(R) systems that print, copy, fax and scan. In
office color, installs of multifunction systems were up 53% driven
by the continued success of the office version of the DocuColor
240/250 systems.  Install activity in color printers was up 4%.  
The company also cited continued improvement in its developing
markets operations with significant growth in Eurasia and Central
and Eastern Europe driving total revenue growth of 6% in DMO.

Xerox generated operating cash flow of $147 million and ended the
quarter with $1.8 billion in cash and short-term investments.
During the first quarter, the company repurchased $238 million of
its common stock and issued $700 million in unsecured notes.  Debt
was down $1.9 billion year over year.  Xerox expects second
quarter 2006 earnings in the range of 22-24 cents per share, which
includes a 1-cent charge related to the company's recent
termination of its 2003 credit facility.

                           About Xerox

Headquartered in Stamford, Connecticut, Xerox Corporation
(NYSE: XRX) -- http://www.xerox.com-- develops, manufactures,  
markets, services, and finances document equipment, software,
solutions, and services worldwide.  It offers digital monochrome
and color systems for customers in the graphic communications
industry and enterprises, as well as various prepress and post-
press options.  Xerox Corporation markets its products through
direct sales force, as well as through a network of independent
agents, dealers, value-added resellers, and systems integrators.

                            *   *   *

As reported in the Troubled Company Reporter on April 17, 2006,
Dominion Bond Rating Service changed the trend on the Issuer
Rating of Xerox Corporation and Xerox Canada Inc., to Positive
from Stable.  The trend change recognizes the progress the Company
has made in strengthening its financial profile.

Trend Actions:

   * Xerox Canada Inc. -- Issuer Rating BB (high)
     Trend Changed to Positive

   * Xerox Corporation -- Issuer Rating BB (high)
      Trend Changed to Positive

As reported in the Troubled Company Reporter on March 3, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Stamford, Connecticut-based Xerox Corp. and related
entities to 'BB+' from 'BB-', and removed it from CreditWatch,
where it was placed with positive implications on Jan. 26, 2006.
The upgrade reflected substantial recent debt reductions, good
cash flow and growth in equipment sales.  The outlook is stable.

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Moody's Investors Service revised the rating outlook of Xerox
Corporation and supported subsidiaries to positive from stable.
The action was prompted by Xerox's significant debt and leverage
reduction over the last year, stable operating profit and free
cash flow generation, and the prospects for further strengthening
of its credit metrics and overall financial flexibility.

Moody's previously raised the senior implied rating of Xerox and
its financially supported subsidiaries to Ba1 from Ba3.  Ratings
raised include:

   Xerox Corporation:

      * Senior implied to Ba1 from Ba3;

      * Senior unsecured to Ba2 from B1;

      * Senior unsecured shelf registration (P) Ba2 and (P) B1;

      * Subordinated to Ba3 from B3;

      * Subordinated shelf registration to (P) Ba3 from (P) B3;

      * Preferred to B1 from Caa1

      * Preferred shelf registration to (P) B1 from (P) Caa1

   Xerox Credit Corporation:

      * Senior unsecured to Ba2 from B1 (support agreement from
        Xerox Corporation);

      * Xerox Capital (Europe) PLC;

      * Senior unsecured to Ba2 from B1 (guaranteed by Xerox
        Corporation);

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Fitch Ratings upgraded Xerox Corp. and its subsidiaries' senior
unsecured debt to 'BB+' from 'BB', trust preferred securities to
'BB-' from 'B+' and affirmed the senior secured bank credit
facility at 'BBB-'.  The Rating Outlook remains Positive.  
Approximately US$5.8 billion of securities were affected by
Fitch's action.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA
         Syracuse, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Panel Program on the Role of Trustees and Examiners &
         Networking Reception
            Arizona
               Contact: http://www.turnaround.org/

May 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Regional Golf Event
         TBD, Austin (tentative), Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

May 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Organization of Women
         Di Bruno Bros., Philadephia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

May 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management for SMEs
         University of Technology, Sydney, Australia
            Contact: http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Hold 'em Networking Event
         TBA, St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      InterChapter Texas Hold 'em
         TBA - Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Amendments to the Bankruptcy Code - Seven Months Later
         Mid-Day Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or  
                  http://www.ibanet.org/

May 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA - New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Wicked Theatre Event
         Oriental Theatre, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/  

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Seminar
         National Cable Television Center & Museum, Denver, CO
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Forensic Accounting (Arizona Chapter Meeting)
         Arizona
            Contact: http://www.turnaround.org/

May 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Great Lakes Regional Conference and Golf Tournament
         Ellicottville, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 23-26, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      5th ABI Litigation Skills Symposium
         King and Spalding LLP, Atlanta, Georgia
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior
M. Pinili, Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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